TCR_Public/041227.mbx       T R O U B L E D   C O M P A N Y   R E P O R T E R

         Monday, December 27, 2004, Vol. 8, No. 284

                          Headlines

AIR CANADA: WestJet Sues for "Abuse of Judicial System"
AMERICAN AIRLINES: Closes New $850 Million Credit Facility
AMERICAN BUILDERS: Moody's Removes Low-B Ratings After Redemption
AMERISOURCEBERGEN: Cuts 2005 Earnings Estimate to $4.10 Per Share
AMERISTAR CASINOS: Completes Mountain High Casino Acquisition

ARES LEVERAGED: Fitch Upgrades $65 Mil. Subordinated Secured Notes
ARMSTRONG WORLD: Makes Technical Modifications to Chapter 11 Plan
ASPEN VALLEY: Fitch Downgrades Revenue Bonds Rating to 'BB-'
BANC OF AMERICA: Fitch Puts Low-B Ratings on Six Mortgage Certs.
BARON CAPITAL: Case Summary & 20 Largest Unsecured Creditors

BELDEN & BLAKE: S&P Revises Outlook on Low-B Ratings to Negative
BIG 5 CORP: S&P Revises Outlook on Low-B Ratings to Positive
CAITHNESS COSO: Fitch Upgrades $303 Million Sr. Notes to 'BBB'
CATHOLIC CHURCH: Spokane Asks Court to Okay Interim Fee Procedure
CHURCH & DWIGHT: Closes $250 Mil. Sale of 6% Sr. Sub. Notes

CMS ENERGY: Moody's Ups Ratings As Company Trims Debt Load
COMM 2002-FL6: Moody's Pares Rating on Class M-JP Certs. to Ba1
DII/KBR: Gets Court Nod for Trust Payment Calculation Method
DLJ COMMERCIAL: S&P Ups Ratings on $5.8M Class B-4 Certs. to BB+
E*TRADE ABS: Portfolio Deterioration Cues Moody's to Pare Ratings

ENRON CORP: Wants to Modify Liquidation Incentive Pool
EPIGENX PHARMACEUTICALS: Case Summary & 20 Unsecured Creditors
EQUIFIN INC: Subsidiary Timely Repays $20 Mil. Wells Fargo Loan
FAIRFAX FINANCIAL: Completes Cash Tender Offer & New Note Issue
FEDERAL-MOGUL: Needs Judge Wolin's Dec. 10, 2001, Order Clarified

FINDLAY UNIVERSITY: Moody's Revises Ratings Outlook to Stable
FLORIDA HOUSING: Moody's Revises Ratings Outlook to Negative
GMAC COMMERCIAL: Fitch Junks $6.6 Mil. 2000-C1 Mortgage Cert.
GREAT AMERICAN: Voluntary Chapter 11 Case Summary
GUITAR CENTER: S&P Places Low-B Ratings on CreditWatch Positive

HARBORVIEW MORTGAGE: Moody's Puts Ba2 Rating on Class B-4 Certs.
HEALTHEAST: Fitch Affirms 'BB+' Rating on Revenue Bonds
INTERLINE BRANDS: S&P Upgrades Corporate Credit Rating to BB-
JACUZZI BRANDS: S&P Revises Outlook on Low-B Ratings to Positive
J. CREW GROUP: S&P Revises Outlook on Low-B Ratings to Positive

KITCHEN ETC: Judge Walsh Approves Amended Disclosure Statement
KMART CORP: FTC Review of Sears Merger to Expire in January
LAIDLAW INTL: Moody's Reviewing Low-B Ratings & May Upgrade
LAIDLAW INT'L: To Hold Annual Shareholders' Meeting on Feb. 8
LORAL SPACE: Plan Solicitation Period Extended to Jan. 11

MANUEL'S I-10 AUTO: Case Summary & 20 Largest Unsecured Creditors
MENLO WORLDWIDE: S&P Upgrades Ratings from BB+ to AAA
MERISEL INC: Nasdaq Denies Company's Appeal & Delists Common Stock
MERISEL INC: Deloitte & Touche Resigns as Auditors
MET-COIL SYSTEMS: Wants Court to Formally Close Ch. 11 Proceeding

MILLENNIUM CHEMICALS: Fitch Issues Low-B Ratings on Debt
MKP CBO: Moody's Junks Class C-1 & Class C-2 3rd Priority Notes
MORGAN STANLEY: Fitch Issues Low-B Ratings on Six Mortgage Certs.
MRH ENTERPRISES: Case Summary & 20 Largest Unsecured Creditors
NEXTWAVE TELECOM: Modifies Plan & Disclosure Statement

NORTH AMERICAN: Cordes & Company Approved as Accountants
NORTH AMERICAN: Gets Final Okay to Use Lender's Cash Collateral
OWENS CORNING: Wants to Set Up Protocol for Asbestos PD Claims
PAXSON COMMUNICATIONS: Moody's Has Long-Term Liquidity Concerns
PENN TRAFFIC: Files Amended Plan & Disclosure Statement

PHOTOWORKS INC: Discloses $6.5 Million Recapitalization Plan
PORTAL SOFTWARE: Nasdaq Threatens to Delist Common Stock
PORTER SQUARE: Moody's Puts Ba3 Rating to Preference Shares
RAINBOW MEDIA: S&P Places Low-B Ratings on CreditWatch Positive
RED HAT: Reports $10.8 Mil. Net Income for 3rd Quarter 2004

RELIANT ENERGY: Fitch Lifts Ratings on Three Layers of Debt
RESTRUCTURED ASSET: S&P Puts BB Ratings on Seven Cert. Classes
SARATOGA ASSOCIATES: Case Summary & Largest Unsecured Creditor
SEROLOGICALS CORP.: Raises $105 Million in Public Stock Offering
SFBC INTERNATIONAL: Completes PharmaNet Merger

SI GROUP, L.P.: Case Summary & 20 Largest Unsecured Creditors
STRATEGIC SIGN COMMUNICATION: Voluntary Chapter 11 Case Summary
STRATUS TECHNOLOGIES: S&P Affirms B Corporate Credit Rating
TECH DATA: Moody's Revises Outlook on Low-B Ratings to Stable
TENET HEALTHCARE: Settles Patient Litigation at Redding Medical

TERRA: Fitch Says Miss. Chemical Purchase Has No Rating Impact
TEV INVESTMENT PROPERTIES: Voluntary Chapter 11 Case Summary
THINK AGAIN: Whole Living Wants Chapter 11 Trustee Appointed
TIAA STRUCTURED: Moody's Reviewing Ratings & May Downgrade
TRANSPORTADORA DE GAS: Fitch Releases Report on Debt Exchange

TRW AUTOMOTIVE: Completes $1.7 Billion Credit Pact Refinancing
UAL CORP: Judge Wedoff Says No to Special Agent for Retired Pilots
UAL CORP: Retired Pilots Assoc. Wants to Conduct Discovery
US AIRWAYS: Cost-Savings Ratification to Cut $137 Million Annually
USGEN CORP: Sells Hydro Assets to TransCanada for US$505 Million

VERTIS INC: Obtains New $200 Million Revolver with GE and BofA
VICORP RESTAURANTS: Reports $700K Net Loss for 4th Quarter 2004
VIRGINIA EQUINE: Moody's Affirms B2 Rating on $15.7M Bonds
VIVENDI UNIVERSAL: Plans to Redeem Outstanding High Yield Notes
WEIRTON STEEL: Trustee Wants to Terminate Sale Agreement with DNI

WESCO DISTRIBUTION: Moody's Lifts Senior Unsecured Rating to B1
WESTAR ENERGY: Debt Reduction Plan Cues Fitch to Revise Outlook

* BOND PRICING: For the week of December 20 - December 24, 2004

                          *********

AIR CANADA: WestJet Sues for "Abuse of Judicial System"
-------------------------------------------------------
In the Ontario Superior Court of Justice, WestJet (TSX:WJA) filed
a lawsuit against Air Canada and three of Air Canada's top
executives (past and present) for abuse of the judicial system.

The Statement of Claim can be reviewed at the Ontario Superior
Court of Justice in Toronto.

WestJet serves 24 Canadian cities and eight U.S. cities and is
publicly traded on the Toronto Stock Exchange under the symbol
WJA.

                        CN$30,000,000 Claim

WestJet seeks CN$25,000,000 in damages against Air Canada for
abuse of process, intentional interference with economic interest
and conspiracy, and CN$5,000,000 in punitive damages and costs.

"Competition is one thing, but the use of litigation as a stalking
horse to advance other avenues of attack, for the purpose of
eliminating a competitor, is another," WestJet said in a 16-page
Statement of Claim.

WestJet faces a CN$220,000,000 suit by Air Canada for alleged
corporate espionage.  WestJet asserts that Air Canada's legal
action was solely intended to destroy WestJet as competitor.

"[T]he plan was for Air Canada to destroy WestJet and then have
the Canadian market to itself, at which point Air Canada could
return to its former pricing policies and seek to gain
profitability," WestJet said.

According to WestJet, Air Canada knew all along that a WestJet
employee was accessing its Web site.  Air Canada, however, chose
not to terminate the access and allowed that employee to see
purportedly confidential information so Air Canada will have a
basis later on to initiate legal action against WestJet.

The suit also named as defendants:

     * Air Canada's defunct subsidiary, Zip Air, Inc.,
     * CEO Robert Milton,
     * former chief restructuring officer Calin Rovinescu, and
     * Vice-President Stephen Smith

Mr. Smith has served as president of WestJet from 1999 to 2000.
Mr. Rovinescu resigned from Air Canada in April 2004.

            Air Canada Says WestJet Lawsuit Meritless

Air Canada issued this statement in response to WestJet's
announcement that it had filed a lawsuit against Air Canada and
three of its executives (past and present) for abuse of the
judicial system.

"WestJet's action is without merit, and the statement of claim
describes no viable cause of action.  The action is nothing more
than an attempt to divert attention from the evidence recently
filed with the court that demonstrates that senior WestJet
executives knew about and were involved in WestJet's massive
misuse of Air Canada's confidential information over a period of
one year, and from Air Canada's ongoing lawsuit to recover the
loss of revenue caused by WestJet's unlawful activity.  There is
no basis for WestJet's allegations and Air Canada will vigorously
contest the action in Court.

Air Canada filed for CCAA protection on April 1, 2003 (Ontario
Superior Court of Justice, Case No. 03-4932) and filed a Section
304 petition in the U.S. Bankruptcy Court for the Southern
District of New York (Case No. 03-11971).  Mr. Justice Farley
sanctioned Air Canada's CCAA restructuring plan on Aug. 23, 2004.
Sean F. Dunphy, Esq., and Ashley John Taylor, Esq., at Stikeman
Elliott LLP, in Toronto, serve as Canadian Counsel to the carrier.
Matthew A. Feldman, Esq., and Elizabeth Crispino, Esq., at Willkie
Farr & Gallagher serve as the Debtors' U.S. Counsel.  When the
Debtors filed for protection from its creditors, they listed
C$7,816,000,000 in assets and C$9,704,000,000 in liabilities.

On September 30, 2004, Air Canada successfully completed its
restructuring process and implemented its Plan of Arrangement.
The airline exited from CCAA protection raising $1.1 billion of
new equity capital and, as of September 30, has approximately
$1.9 billion of cash on hand.


AMERICAN AIRLINES: Closes New $850 Million Credit Facility
----------------------------------------------------------
American Airlines has successfully completed the closing of a new
$850 million credit facility, replacing its $834 million
revolving-credit facility which was due to mature next year.
Citigroup and J.P. Morgan acted as joint lead arrangers and book
runners of the transaction.

The successful placement of the new $850 million facility, the
principal of which is payable over a six-year period, was
supported by Merrill Lynch, Credit Suisse First Boston and Goldman
Sachs, who served as documentation agents on the facility.

"The replacement of our credit facility is another important step
in building a stronger future for American Airlines under our
Turnaround Plan," said James Beer, Senior Vice President and Chief
Financial Officer of American.  "We were able to accomplish this
transaction one year ahead of the facility's maturity date because
of the strong support we received from our banks, a very positive
response from new investors, and the important progress that our
employees have made in transforming our company into a stronger,
more vibrant competitor."  American also received support from
other key financial institutions, including CIT, UBS, WestLB and
Calyon, who served as senior managing agents for this transaction.

"We are very pleased by this result, which demonstrates the
confidence that the capital markets have in our business plan,"
Mr. Beer said.

                     About American Airlines

American Airlines is the world's largest carrier.  American,
American Eagle and the AmericanConnection regional carriers serve
more than 250 cities in over 40 countries with more than 3,800
daily flights.  The combined network fleet numbers more than 1,000
aircraft.  American's award- winning Web site, AA.com, provides
users with easy access to check and book fares, plus personalized
news, information and travel offers.

                          *     *     *

As reported in the Troubled Company Reporter on Dec. 1, 2004,
Standard & Poor's Ratings Services assigned its 'B+' bank loan
rating and its '1' recovery rating to an $850 million amended and
restated senior secured credit facility available to AMR Corp.
subsidiary American Airlines Inc. (B-/Stable/--).


AMERICAN BUILDERS: Moody's Removes Low-B Ratings After Redemption
-----------------------------------------------------------------
Moody's Investors Service has withdrawn the ratings of American
Builders & Contractors Supply Co., Inc.  The company's redeemed
all of its outstanding 10.625% senior subordinated notes for
$64.7 million in accrued interest.

These ratings have been withdrawn:

   * $100 million 10.625% senior subordinated notes, previously
     rated B3;

   * Senior Implied, previously rated Ba3;

   * Issuer Rating, previously rated B2.

American Builders & Contractors Supply Co., Inc., headquartered in
Beloit, Wisconsin, operates over 270 distribution centers across
43 states.


AMERISOURCEBERGEN: Cuts 2005 Earnings Estimate to $4.10 Per Share
-----------------------------------------------------------------
AmerisourceBergen Corporation (NYSE:ABC) reduced its fiscal year
2005 estimate for diluted earnings per share from continuing
operations to $4.00 to $4.10 from $4.20 to $4.30 due to lower than
anticipated pharmaceutical price increases, fewer product deals
from manufacturers and reduced alternate source purchases in the
December quarter.  The Company expects diluted earnings per share
from continuing operations in the December quarter to be between
$0.60 and $0.65.

The Company continues to expect operating revenue growth in fiscal
year 2005 to be flat, reflecting the loss of two large customers
in fiscal 2004.

"Our current estimates for diluted earnings per share from
continuing operations indicate we will not meet our expectations
for the December quarter primarily due to buy-side shortfalls,"
said R. David Yost, AmerisourceBergen's Chief Executive Officer.
"Our confidence in our revised estimate for fiscal year 2005
diluted earnings per share from continuing operations is due to
our continued expectation for a low double-digit pharmaceutical
industry growth rate, including price appreciation of
approximately 5 percent in the remainder of the fiscal year; lower
interest expense from recent refinancings; the impact of our stock
repurchase program; and benefits from profitability and growth
initiatives in the pharmaceutical distribution business, such as
our Optimiz(TM) asset optimization program.

"Although these are challenging times for AmerisourceBergen and
the industry, the future remains bright, with generic
opportunities ahead, the implementation of the Medicare
Modernization Act in 2006, and the evolution to fee-for-service
contracts with manufacturers.  Assuming projected market growth,
we expect to return to our long-term diluted earnings per share
growth from continuing operations of 15 percent in the September
2005 quarter."

Discontinued operations for the December quarter and the fiscal
year will reflect the October sale of AmerisourceBergen's Rita Ann
cosmetics distribution business.  The Company will record a loss
of an approximately $6 million, net of tax, on the sale in the
December quarter.

                    About AmerisourceBergen

AmerisourceBergen(R) (NYSE:ABC) is one of the largest
pharmaceutical services companies in the United States.  Servicing
both pharmaceutical manufacturers and healthcare providers in the
pharmaceutical supply channel, the Company provides drug
distribution and related services designed to reduce costs and
improve patient outcomes.  AmerisourceBergen's service solutions
range from pharmacy automation, bedside medication safety systems,
and pharmaceutical packaging to pharmacy services for skilled
nursing and assisted living facilities, reimbursement and
pharmaceutical consulting services, and physician education.  With
more than $48 billion in operating revenue, AmerisourceBergen is
headquartered in Valley Forge, Pennsylvania, and employs more than
14,000 people.  AmerisourceBergen is ranked #22 on the Fortune 500
list.  For more information, go to
http://www.amerisourcebergen.com/

                         *     *     *

As reported in the Troubled Company Reporter on Dec. 14, 2004,
Moody's Investors Service placed the ratings of AmerisourceBergen
Corporation (Ba2 senior implied) under review for possible upgrade
due to continued debt reduction, reduced reliance on external
liquidity sources and expectations of good free cash flow
generation relative to debt.  Moody's believes that improved
financial flexibility -- achieved through sustained debt reduction
-- would help to offset the transition to a new business model and
the loss of two key contracts.  Further, the establishment of a
new unsecured bank facility will be considered in this review.

As reported in the Troubled Company Reporter on Dec. 7, 2004,
Standard & Poor's Ratings Services raised its rating on
AmerisourceBergen Corp.'s senior unsecured debt to 'BB+' from
'BB', equalizing it with the corporate credit rating
(BB+/Positive/--), which was affirmed.  The senior unsecured debt
is no longer considered materially disadvantaged in the capital
structure due to the removal of security under the company's new
$700 million bank agreement, although the accounts receivable
facility is still secured.  The bank loan rating was withdrawn, as
the new facility is not rated.  In connection with the bank
refinancing, the company is retiring a $180 million term loan.  In
addition, the company is calling the $300 million of convertible
securities due 2008 for redemption in December 2004.

As reported in the Troubled Company Reporter on Aug. 17, 2004,
Fitch Ratings has affirmed AmerisourceBergen Corp.'s 'BBB-' rated
senior unsecured debt and bank credit facility and 'BB+' rated
subordinated debt following the company's announcement that it has
received board authorization to repurchase $500 million in company
stock.  The Rating Outlook is Stable.


AMERISTAR CASINOS: Completes Mountain High Casino Acquisition
-------------------------------------------------------------
Ameristar Casinos, Inc., (Nasdaq: ASCA) completed the acquisition
of Mountain High Casino in Black Hawk, Colorado.  The transaction
adds the largest casino in Colorado to Ameristar's portfolio and
increases the company's geographic diversification.

Ameristar acquired the property from Windsor Woodmont Black Hawk
Resort Corp., which was operating as debtor-in-possession in a
Chapter 11 case before the United States Bankruptcy Court for the
District of Colorado.  The purchase price was approximately
$117 million in cash, plus the issuance of 58,943 shares of
Ameristar's common stock valued at $2.5 million.

Ameristar intends to invest approximately $90 million in capital
expenditures to improve the competitiveness of the property.  The
capital improvements include reconfiguring and expanding the
gaming area, introducing cashless slot technology and other gaming
equipment upgrades, constructing a 300-room AAA Four Diamond-
quality hotel and additional covered parking, upgrading the food
and beverage outlets and adding a casual dining restaurant.  All
of these improvements are expected to be completed during 2005,
with the exception of the hotel, which is expected to be completed
by early 2007.

The company plans to rebrand the property as Ameristar Black Hawk
once the first phase of enhancements is complete.  As with all
Ameristar properties, Ameristar Black Hawk will offer a state-of-
the-art gaming floor, a wide range of high-quality dining and
entertainment venues and outstanding guest service.

"We are excited to complete the acquisition of Mountain High
Casino," said Craig H. Neilsen, Chairman and CEO of Ameristar.
"Mountain High is a high-quality property with an excellent
location in one of the major gaming markets in the United States.
We are eager to begin our enhancement and expansion plans for the
property immediately.  The acquisition will not impact our ability
to continue our cash dividend policy or to pursue other
development opportunities."

Mountain High Casino is an upscale gaming and entertainment
facility located in the center of the Black Hawk gaming district,
approximately 40 miles west of Denver.  The 425,000 square-foot
facility includes a 57,000 square-foot casino with approximately
1,000 slot machines and 24 table games (including poker).  In
addition, the property features a steak and seafood restaurant, a
buffet and food court, a 5,000 square-foot entertainment showroom
that seats approximately 500 people and a parking garage with
space for approximately 800 vehicles, among other amenities.

                         *     *     *

As reported in the Troubled Company Reporter on March 5, 2004,
Standard & Poor's Ratings Services revised its outlook on
Ameristar Casinos, Inc., to positive from stable.

At the same time, Standard & Poor's affirmed its 'BB-' corporate
credit rating and other ratings on the company.  The Las Vegas,
Nevada-based casino owner and operator had $718 million in debt
outstanding at Dec. 31, 2003.


ARES LEVERAGED: Fitch Upgrades $65 Mil. Subordinated Secured Notes
------------------------------------------------------------------
Fitch Ratings affirms two classes and upgrades four classes of
Ares Leveraged Investment Fund II, L.P.  These rating actions are
effective immediately:

     -- $282,500,000 senior secured revolving credit facility
        affirmed at 'AA';

     -- $185,000,000 senior secured notes affirmed at 'AAA';

     -- $70,000,000 first senior subordinated secured notes
        upgraded to 'A+' from 'A';

     -- $110,000,000 second senior subordinated secured notes
        upgraded to 'BBB+' from 'BBB';

     -- $40,000,000 subordinated secured notes upgrade to 'BB+'
        from 'BB'

     -- $25,000,000 junior subordinated secured notes upgrade to
        'B+' from 'B'.

Ares II is a market value collateralized debt obligation -- CDO --
that closed on Oct. 15, 1998.  The fund is managed by Ares
Management II, L.P., which is headquartered in Los Angeles and is
a subsidiary of Ares Management L.L.C.  Ares Management maintains
a strategic relationship with Apollo Advisors.  At inception, the
investment manager targeted a portfolio of approximately 40% high
yield securities, 25% performing bank loans and 35% mezzanine and
special situation assets.  As of Nov. 30, 2004, valuation date,
the asset mix consisted of 25% high yield securities, 49%
performing bank loans and 26% mezzanine and special situation
assets.

Ares II continues to improve as evidenced by the increase in its
overcollateralization -- OC -- levels.  The senior OC test, which
covers the outstanding amounts under the senior credit facility
and senior secured notes, have increased from a ratio of 134.5% at
the Oct. 31, 2003, valuation date to 158.5% at the Nov. 30, 2004,
valuation date.

The OC levels for the first senior subordinated notes, second
senior subordinated notes, subordinated notes and junior
subordinated notes have increased from 124.9%, 112.9%, 111.8% and
111.2% at the Oct. 31, 2003, valuation date to 143.6%, 126.4%,
123.7% and 122.2% at the Nov. 30, 2004, valuation date.
The increase in OC levels occurred even as Ares II distributed $10
million to the preference shareholders on Sept. 30, 2004.

Fitch performed discounted market value analysis at varying
advance rate stresses and determined that the notes were well
covered under the most punitive discounted collateral scenarios.
Fitch has had discussions with Ares Management, rated 'CAM2' by
Fitch, regarding the current state of the portfolio and the credit
quality of individual assets.  The conservative management of the
portfolio relative to the initial target asset mix, the
comfortable cushion of the OC tests, and the track record and
experience of Ares Management II were also considered in the
analysis.

As a result of this analysis, Fitch has determined that the
ratings assigned to the senior secured revolving credit facility
and the senior secured notes still reflect the current risk to
noteholders, while the first senior subordinated notes, second
senior subordinated notes, subordinated notes and junior
subordinated notes no longer reflect the current risk to
noteholders and have subsequently improved.  In addition, the
'AAA' ratings of the senior secured notes are based upon an
insurance agreement provided by Financial Security Assurance, Inc.

Additional deal information and historical data are available on
the Fitch Ratings web site at http://www.fitchratings.com/ For
more information on the Fitch VECTOR Model, see 'Global Rating
Criteria for Collateralised Debt Obligations,' dated Sept. 13,
2004, and also available at Fitch web site.


ARMSTRONG WORLD: Makes Technical Modifications to Chapter 11 Plan
-----------------------------------------------------------------
Armstrong World Industries, Inc., has filed technical
modifications to its Fourth Amended Plan of Reorganization.  The
Amended Plan include minor changes to the Asbestos PI Trust
Agreement's provision on the Compensation and Expenses of
Trustees, and the Asbestos PI Trust Distribution Procedures'
provision on Claims Liquidation, Resolution of Prepetition
Liquidated PI Trust Claims, Valuation Factors and Punitive
Damages.

A copy of the Notice outlining the Technical Modifications is
available at no charge at:

     http://bankrupt.com/misc/Notice_Technical_Amendment_to_Plan.pdf

A copy of the Fourth Amended Plan, as modified, is available at no
charge at:

     http://bankrupt.com/misc/Amended_Plan.pdf

A copy of the Asbestos PI Trust Agreement, as modified, is
available at no charge at:

     http://bankrupt.com/misc/Modified_Asbestos_PI_Trust_Agreement.pdf

A copy of the Asbestos PI Trust Distribution Procedures, as
modified, is available at no charge at:

     http://bankrupt.com/misc/Modified_Asbestos_PI_TDP.pdf

Headquartered in Lancaster, Pennsylvania, Armstrong World
Industries, Inc. -- http://www.armstrong.com/-- the major
operating subsidiary of Armstrong Holdings, Inc., designs,
manufactures and sells interior finishings, most notably floor
coverings and ceiling systems, around the world.  The Company and
its debtor-affiliates filed for chapter 11 protection on
December 6, 2000 (Bankr. Del. Case No. 00-04469).  Stephen
Karotkin, Esq., at Weil, Gotshal & Manges LLP, and Russell C.
Silberglied, Esq., at Richards, Layton & Finger, P.A., represent
the Debtors in their restructuring efforts.  When the Debtors
filed for protection from their creditors, they listed
$4,032,200,000 in total assets and $3,296,900,000 in liabilities.
(Armstrong Bankruptcy News, Issue No. 70; Bankruptcy Creditors'
Service, Inc., 215/945-7000)


ASPEN VALLEY: Fitch Downgrades Revenue Bonds Rating to 'BB-'
------------------------------------------------------------
Fitch Ratings downgrades and removes from Rating Watch Negative
these revenue bonds for Aspen Valley Hospital District Pitkin
County, Colorado to 'BB-' from 'BBB'.

    -- $6.03 million revenue bonds, series 2001;
    -- $8.09 million revenue bonds, series 2000

The Rating Outlook is Stable.

The 'BB' category ratings indicate that there is a possibility of
credit risk developing, particularly as the result of adverse
economic change over time.  However, business or financial
alternatives may be available to allow financial commitments to be
met.  Securities rated in this category are not investment grade.
Aspen Valley Hospital District also has approximately $11 million
of variable-rate demand bonds backed by a letter of credit from
Zions First National Bank, which Fitch does not rate.

The rating downgrade reflects Aspen Valley Hospital's extremely
light liquidity position, poor accounts receivable management,
sizeable operating losses, and recent management and staff
turnover.  In addition, the hospital is in violation of certain
financial covenants per the reimbursement agreement between it and
Zions First National Bank, the letter of credit -- LOC -- provider
on the outstanding variable rate debt.

At Oct. 31, 2004, the hospital's days cash on hand -- DCOH -- and
cash to debt positions were extremely low at 18.3 days and 8.9%,
respectively, which are well below Fitch's 'BBB' medians and are
dramatically reduced since Fitch's last review in April 2004.  The
precipitous decline in liquidity is attributed primarily to the
payment of deferred accounts payable in the current year and one-
time severance costs related to the reduction of 30 employees.
Another contributing factor to Aspen Valley's weak liquidity
position is its poor accounts receivable management.

Despite a large accounts receivable write-down in fiscal 2003,
days in accounts receivable remained high at 98 days at Oct. 31,
2004.  Operating income in fiscal years 2002 and 2003 was negative
$2 million and negative $6.7 million, respectively.  At the time
of Fitch's last review, the fiscal 2002 audit results reflected a
$684,000 operating profit.

During the fiscal 2003 audit review, the 2002 financial results
were restated by the hospital's new auditor to adjust for
increases in bad debt expense and uncollectible accounts
receivable.  An additional $5 million reserve for uncollectible
accounts receivable was recorded in fiscal 2003, reducing
unrestricted net assets and net patient revenues and contributing
to a negative 1.0 times maximum annual debt service coverage --
MADS -- by EBITDA.

The negative MADS coverage triggered a debt service coverage
violation per the master trust indenture.  In addition, the low
liquidity and weak fiscal 2003 financial results triggered three
covenant violations per the reimbursement agreement between the
hospital and LOC provider, including the hospital's covenant to
maintain a minimum cash reserve of at least 50 DCOH, a debt
service coverage calculation above 1.35x, and a debt to
capitalization ratio below 50%.  Fitch notes the hospital is no
longer in violation of its debt service coverage covenants but
that it remains in violation of its DCOH and debt to
capitalization covenants.

Each covenant violation allows the LOC provider to exercise
certain remedies, including the right to initiate a mandatory
tender on the outstanding variable rate bonds.  Although the LOC
provider has currently waived its right to initiate a mandatory
tender, there is no guarantee it will continue to do so and Fitch
believes a mandatory tender would negatively affect fixed rate
bondholders.  The LOC provider has exercised its right to appoint
a consultant and its right to charge the default rate on the LOC
fee, which is 2.75%.

Since Fitch's last review, the CEO and CFO positions have been
filled, which Fitch views favorably.  The new management team is
focused on improving core operations and has a plan in place that
would bolster liquidity.  Although Fitch views this plan
positively, Fitch believes the new management team will be
challenged with repairing physician, employee, and payor relations
and believes significant improvement to the balance sheet will be
a slow process.  In addition, Fitch notes the operating mill levy
that has subsidized historical operating losses requires voter
reauthorization in November 2005.

Primary credit strengths include Aspen Valley's strong market
share, favorable payor mix, and operating improvement through the
interim period.  Through the ten months ended Oct. 31, 2004,
income from operations was breakeven when including $2.4 million
in proceeds from the operating mill levy and MADS coverage by
EBITDA improved to a solid 3.5x.

Aspen Valley Hospital is a 25-bed critical access hospital located
in Aspen, Colorado.  Total revenue in fiscal 2003 was $45.7
million.  Aspen Valley covenants to provide bondholders quarterly
information within 30 days after quarter end and annual audited
financials within 180 days of the fiscal year-end.  Historical
disclosure to Fitch has been weak; however, the current management
team has improved its disclosure to Fitch with quarterly financial
information including balance sheet, income statement, and
utilization statistics.  In addition, the most recent audited and
quarterly reports are now posted on the hospital's website at
http://www.avhaspen.org/which Fitch views favorably.


BANC OF AMERICA: Fitch Puts Low-B Ratings on Six Mortgage Certs.
----------------------------------------------------------------
Banc of America Commercial Mortgage Inc., series 2004-6 commercial
mortgage pass-through certificates are rated by Fitch Ratings:

     -- $42,300,000 class A-1 'AAA';
     -- $193,677,000 class A-2 'AAA';
     -- $220,804,000 class A-3 'AAA';
     -- $35,443,000 class A-4 'AAA';
     -- $35,645,000 class A-AB 'AAA';
     -- $237,402,000 class A-5 'AAA';
     -- $56,200,000 class A-J 'AAA';
     -- $956,589,348 class XC* 'AAA';
     -- $927,083,000 class XP* 'AAA';
     -- $19,131,000 class B 'AA';
     -- $9,566,000 class C 'AA-';
     -- $17,936,000 class D 'A';
     -- $9,566,000 class E 'A-';
     -- $14,349,000 class F 'BBB+';
     -- $9,566,000 class G 'BBB';
     -- $13,153,000 class H 'BBB-';
     -- $5,979,000 class J 'BB+';
     -- $4,783,000 class K 'BB';
     -- $4,783,000 class L 'BB-';
     -- $3,587,000 class M 'B+';
     -- $3,587,000 class N 'B';
     -- $4,783,000 class O 'B-';
     -- $14,349,348 class P 'NR'.

*Notional Amount and Interest Only

Classes A-1, A-2, A-3, A-4, A-AB, A-5, A-J, XP, B, C, and D are
offered publicly, while classes XC, E, F, G, H, J, K, L, M, N, O,
and P are privately placed pursuant to Rule 144A of the Securities
Act of 1933.  The certificates represent beneficial ownership
interest in the trust, primary assets of which are 79 fixed-rate
loans having an aggregate principal balance of approximately
$956,589,348, as of the cutoff date.

For a detailed description of Fitch's rating analysis, please see
the Report titled 'Banc of America Commercial Mortgage Inc.,
Series 2004-6' dated Dec. 7, 2004, available on the Fitch Ratings
web site at http://www.fitchratings.com/


BARON CAPITAL: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------
Lead Debtor: Baron Capital Properties
             3570 U.S. Highway 98 North
             Lakeland, Florida 33809

Bankruptcy Case No.: 04-24463

Debtor affiliates filing separate chapter 11 petitions:

      Entity                                     Case No.
      ------                                     --------
      Baron Capital Trust                        04-24465

Type of Business: The Debtor is a real estate broker.

Chapter 11 Petition Date: December 21, 2004

Court: Middle District of Florida (Tampa)

Judge: Alexander L. Paskay

Debtors' Counsel: Jerome D. Frank, Esq.
                  Frank & Frank P.C.
                  30833 Northwestern Highway, Ste. 205
                  Farmington Hills, MI 48334
                  Tel: 248-932-1440

                                    Total Assets    Total Debts
                                    ------------    -----------
Baron Capital Properties             $13,171,742     $2,092,258
Baron Capital Trust                     $594,494     $2,098,887

A. Baron Capital Properties' 9 Largest Unsecured Creditors:

   Entity                              Claim Amount
   ------                              ------------
Income Investors II, Ltd.                $1,278,974
c/o Robert Hardles
15855 Farmington Rd.
Livonia, MI 48154

Florida Income Investors, Ltd.             $733,050
15855 Farmington Rd.
Livonia, MI 48154

Baron Mortgage Devt. Fund XII, Ltd.         $26,848
15855 Farmington Rd.
Livonia, MI 48154

Baron Mortgage Devt. Fund XXXIV, L.P.       $17,661

Baron Mortgage Devt. Fund XXXVI, L.P.       $16,802

Baron Mortgage Devt. Fund XXXVIII, L.P.      $5,087

Gamble Hartshorn Johnson Co., LPA            $1,498

CSC                                            $234

Office Depot                                    $54

B. Baron Capital Trust's 11 Largest Unsecured Creditors:

   Entity                              Claim Amount
   ------                              ------------
Income Investors II, Ltd.                $1,278,974
c/o Robert Hardles
15855 Farmington Rd.
Livonia, MI 48154

Florida Income Investors, Ltd.             $733,050
15855 Farmington Rd.
Livonia, MI 48154

Baron Mortgage Devt. Fund XII, Ltd.         $26,848
15855 Farmington Rd.
Livonia, MI 48154

Baron Mortgage Devt. Fund XXXIV, L.P.       $17,661

Baron Mortgage Devt. Fund XXXVI, L.P.       $16,802

Baron Strategic Investment                  $12,050
Fund VII, Ltd.

Baron Mortgage Devt. Fund XXXVIII, L.P.      $5,087

Legge, Farrow, Kimmit, et al.                $4,308

American Stock Transfer & Trust              $1,500

Gamble Hartshorn Johnson Co., LPA            $1,498

Shepard, Fillburn Goodblatt, P.A.            $1,110


BELDEN & BLAKE: S&P Revises Outlook on Low-B Ratings to Negative
----------------------------------------------------------------
Standard & Poor's Rating Services affirmed its 'B' corporate
credit rating on independent oil and gas company Belden & Blake
Corp. and revised its outlook to negative.  At the same time,
Standard & Poor's reduced the rating on Belden's $192.5 million
senior secured debt (second lien) to 'CCC+' from 'B-', and
reduced its recovery rating to '4' (25% to 50% recovery of
principal) from '3'.

As of Sept. 30, 2004, North Canton, Ohio-based Belden had roughly
$291 million of debt.

"The rating actions follow the announcement that Belden will incur
negative reserve revisions of 25 billion cubic feet equivalent
(bcfe) to 50 bcfe to its Dec. 31, 2003, proved reserves, and
further reserve declines of 18 bcfe," said Standard & Poor's
credit analyst Paul B. Harvey.  "These revisions result from the
failure to replace 2004 production, as the company's drilling
efforts focused on the conversion of proved undeveloped reserves
to proved developed," he continued.

The reserve decline of up to 68 bcfe materially weakened the asset
coverage provided for the first- and second-lien debt and leaves
some concern about future reserve declines, which resulted in
their rating downgrade.  In addition, the reserve revisions and
announced resignations of Belden's new management within six
months of the close of Belden's merger with Capital C Energy LLC,
gives Standard & Poor's pause as to the ability of Belden to meet
the business and financial objectives outlined to Standard &
Poor's.  If reserves continue to erode due to further negative
reserve revisions or a failure to replace production, ratings
would likely be lowered.

The negative outlook reflects concerns that there may be further
negative revisions, particularly given Belden's high cost
structure, or that future production replacement may be inadequate
to maintain Belden's reserve base.  If Belden fails to maintain
reserves or the new management team finds it needs to take a more
aggressive approach to reserve replacement, via acquisitions or
elevated exploration spending from levels expected after the
merger with Capital C, to the detriment of debt repayment, ratings
could be lowered.


BIG 5 CORP: S&P Revises Outlook on Low-B Ratings to Positive
------------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on
El Segundo, California-based sporting goods retailer Big 5 Corp.
to positive from stable.  Ratings on the company, including the
'B+' corporate credit rating, were affirmed.  The company's
$131 million 10.875% senior unsecured notes were redeemed in
December 2004, and the rating on them was subsequently withdrawn.

"The outlook change reflects Big 5's consistent same-store sales
gains, improving credit measures, and a stronger financial
profile," said Standard & Poor's credit analyst Kristi Broderick.
"The ratings reflect the company's regional concentration and the
intense competition in the sporting goods retailing industry."

Competition in the sporting goods industry is intense, and Big 5
competes with traditional sporting goods stores, mass
merchandisers, specialty sporting goods stores, and sporting goods
superstores.  Competitive pressure likely will increase in the
long term because of increased consolidation in the industry.
With significant regional concentration in the West -- where the
company is the leading sporting goods retailer, with 300 stores --
Big 5 is exposed to regional economic and event risks.  About 60%
of its store base is in California, and its four most heavily
concentrated states account for 85% of its store base.

Big 5 has a record of steady sales and earnings growth, which
reflects good execution of its operating strategies.  Same-store
sales consistently have increased during the past few years, with
this measure rising 2.2% in 2003 and 4.0% in 2002.  Increased
customer traffic and positive comparisons across the product mix,
especially in apparel, contributed to 2.6% same-store sales growth
in the third quarter ended Sept. 26, 2004.  Operating margins have
been consistent over the past few years, at about 15%.  In
October 2004, the company declared a dividend for the first time,
of about $6.5 million per year.

Credit protection measures have strengthened over time and are
strong for the rating: EBITDA coverage of interest was 3.6x and
total debt to EBITDA was 3.1x for the 12 months ended Sept. 26,
2004.  Funds from operations to total debt was also strong for the
rating category, at about 23%.  Interest expense should decrease,
as Big 5 has redeemed all of its remaining 10.875% senior notes
due 2007, primarily with drawings under its revolving credit
facility and borrowings under a new $20 million term loan, which
was provided by an amendment to the existing credit facility.


CAITHNESS COSO: Fitch Upgrades $303 Million Sr. Notes to 'BBB'
--------------------------------------------------------------
Fitch Ratings has upgraded and removed from Rating Watch Positive
the rating on Caithness Coso Funding Corp.'s $303 million senior
secured notes due 2009 to 'BBB' from 'BB+'.  The outstanding
amount on the notes is approximately $222 million.  Fitch placed
the notes on Rating Watch Positive in November 2004 following the
restructuring of the contract with the U.S. Navy that extends from
2009 to 2034 Coso's exclusive rights to the geothermal resource
and reduces royalty payments.

While several factors are expected to enhance financial
performance to a level consistent with the lowest investment grade
rating, the assigned rating incorporates Fitch's belief that
Coso's owners will supply additional capital in the event a
payment default on the notes appears imminent.

With the extension of the Navy contract, Coso is expected to
initiate previously planned capital improvements designed to
stabilize the geothermal resource and enhance long term energy
production.  The project sponsors were hesitant to initiate
certain of these improvements until the extension was executed
since the payback period surpassed the 2009 contract expiration.
The majority of expenditures will be incurred by the end of 2006,
when cash flows are more predictable due to fixed energy pricing.

After April 2007, contractual energy pricing reverts to the
prevailing short run avoided cost -- SRAC, which is indexed to
natural gas prices.  Revenues from additional energy production,
combined with the reduction in royalty payments, lessen Coso's
vulnerability to decreases in SRAC pricing.

Projected debt service coverage ratios -- DSCRs -- average 1.6x
through 2006, and 1.5x between 2007 and the final maturity of the
notes in 2009.  Fitch considers SRAC prices to be the primary risk
to cash flow.  In a hypothetical scenario in which SRAC falls to
four cents/kWh after 2006, corresponding to $3 per mmBtu natural
gas under the current SRAC formula or an equivalent modification
to the formula, DSCRs fall to 1.3x.

If a severe decline in SRAC or other unforeseen events erode cash
flow, Fitch believes that Coso's owners will contribute capital to
preclude a payment default.  A payment default is more likely to
occur after the fixed energy price period expires due to
volatility in SRAC prices.  Annual debt service is approximately
$55 million during the final three years of the notes maturity and
Coso is unlevered after 2009.  Accordingly, even a permanent
reduction in the asset's economic value will likely provide Coso's
owners with significant free cash flow after the debt matures.
Although the project sponsors have no contractual obligation to
support the project, Fitch believes that the economics will
justify voluntary support.

It is worth noting that the counterparty rating of Southern
California Edison (senior unsecured notes rated 'BBB' by Fitch) is
considered a constraint on the rating of Coso, as the project
relies upon SCE as its sole source of revenue.  This constraint is
not currently active, as the assigned rating reflects Coso's
financial performance on a stand alone basis.  However, in the
event SCE's credit quality falls below Coso's stand alone credit
quality, it is likely that the rating on Coso's notes will be
downgraded accordingly.

Coso is a special-purpose funding vehicle formed to issue senior
secured notes on behalf of the Coso partnerships, the owners of
the Coso projects.  The Coso projects consist of three interlinked
80 MW geothermal power plants, transmission lines, steam gathering
systems and other ancillary facilities located at the Navy Weapons
Center in Inyo County, California.  All electric energy and
capacity is sold to SCE under three long-term power purchase
agreements expiring after the rated debt matures.  Coso pays
royalties to the U.S. Navy and the Bureau of Land Management for
use of the geothermal resource.  Through its subsidiaries,
Caithness Energy LLC exercises management control over Coso and
performs operations and maintenance services for the project.


CATHOLIC CHURCH: Spokane Asks Court to Okay Interim Fee Procedure
-----------------------------------------------------------------
The Diocese of Spokane seeks to establish a procedure for paying
and monitoring the interim compensation due from the estate on a
monthly basis.  By reviewing the amounts requested on a monthly
basis rather than every 120 days, Spokane believes that it, the
United States Trustee, and creditors and other parties-in-interest
will be in a better position to monitor and control the costs and
fees of estate professionals on a current basis.

The Diocese also notes that the various Professionals already have
devoted and will be required to devote substantial time, effort,
money, and expense to its case.  The absence of a procedure
permitting payment of interim compensation on a monthly basis may
cause undue financial burdens on the Professionals, unfairly
compel the retained Professionals to finance the Chapter 11 case,
or discourage other Professionals, whose services Spokane might
require, from accepting or continuing employment in this case.

Therefore, Spokane asks Judge Williams to approve its proposed
procedure for awarding interim compensation and reimbursement of
expenses to all Professionals.

                        Proposed Procedure

On or before the 25th day of each month commencing January 2005,
and continuing every calendar month after that, each Professional
seeking interim compensation for services provided in the previous
calendar month will submit a monthly statement by first class U.S.
Mail and also by facsimile to:

   (a) The Diocese of Spokane
       1023 W. Riverside, P.O. Box 1453
       Spokane, Washington 99210-1453
       Attn: Mike Miller
       Facsimile: 509-358-7302

   (b) Proposed Counsel for the Diocese
       Paine, Hamblen, Coffin, Brooke & Miller, LLP
       717 W. Sprague Avenue, Suite 1200
       Spokane, Washington 99201
       Attn: Michael J. Paukert
       Facsimile: 509?838?0007

   (c) The Office of the United States Trustee
       593 U.S. District Courthouse
       920 W. Riverside Avenue
       Spokane, Washington 99201
       Attn: Gary Dyer
       Facsimile: 509-353-3124

   (d) The 20 largest unsecured creditors, unless a statutory
       Committee is appointed and the U.S. Bankruptcy Court for
       the Eastern District of Washington approves counsel for
       the Committee.

Each Monthly Statement will contain a detailed itemization of each
service provided and identify the person who provided the service,
the time expended by the person who provided the service, the date
the service was provided as well as a detailed list of the
disbursements and costs made and incurred by the Professional in
connection with the services provided.

The Notice Parties who receive a Monthly Statement will have 14
calendar days after receipt by facsimile to serve notice of any
objection to the Monthly Statement.  If no objection is timely
served, then the Monthly Statement will be deemed approved on an
interim basis and Spokane will pay 80% of the fees and 100% of the
expenses described in each Monthly Statement.  If an objection is
timely served by one or more Notice Parties, then Spokane,
nevertheless, is authorized to pay the appropriate percentage of
those undisputed amounts requested in the Monthly Statement.

In the event one or more of the Notice Parties objects to the
compensation or reimbursement sought in any particular Monthly
Statement, the objecting Notice Parties will, within 14 calendar
days of receipt of the facsimile copy of the Monthly Statement,
serve on (i) the Professional whose statement is being objected
to, and (ii) the other Notice Parties, a written Notice of
Objection to Monthly Statement, an Affidavit or Declaration
setting forth the precise nature of the objection and the amount
at issue.

The objecting party or parties and the Professional whose Monthly
Statement is being objected to will attempt to reach an agreement
regarding the correct payment to be made.  If the parties are
unable to reach an agreement on the objection within 14 calendar
days after receipt of the objection, the Professional whose
Monthly Statement is being objected to will have an option of:

   (a) filing a request for payment of the disputed amount with
       the Court, along with a copy of any objection; or

   (b) foregoing payment of the disputed amount until the next
       interim fee application hearing, at which time the Court
       will consider and dispose of the objection if payment of
       the disputed amount is requested.

Spokane will be authorized to pay any portion of the fees and
disbursements requested in a Monthly Statement that is no longer
the subject of a Notice of Objection to Fee Statement if the
objection has been withdrawn.  Additionally, the pendency of a
disputed Monthly Statement or the entry of an order that a payment
of compensation or reimbursement of expenses was improper as to a
particular Monthly Statement will not disqualify a Professional
from future payment of compensation or reimbursement of expenses,
unless otherwise ordered by the Court.

The first Monthly Statement may be submitted on or before
January 25, 2005, and will cover the period from the Petition
Date through December 31, 2004.

Payments made to Professionals are not subject to disgorgement
unless the fees or expenses of the Professionals are disallowed
under Section 330 or 331 of the Bankruptcy Court.

Within 30 days after the end of each four-month period, commencing
with the period that ends April 5, 2005, each Professional who has
elected to serve and submit a Monthly Statement or is otherwise
seeking interim compensation will file with the Court, and serve
on the Notice Parties, an interim fee application with a summary
of the activities of the Professional, in accordance with Section
331, Rules 2002(a)(6) and 2016 of the Federal Rules of Bankruptcy
Procedure, and Rule 2016-1(b) of the Local Rules of the U.S.
Bankruptcy Court for the Eastern District of Washington.

The Interim Application will seek approval of 100%, including the
20% held back from monthly payments, of the requested interim
compensation and reimbursement of expenses made pursuant to
Monthly Statements submitted during the prior four-month period.

Within 10 days following the last day for filing Interim
Applications with respect to a particular four-month period,
Spokane's reorganization counsel will file with the Court and
serve on the Notice Parties and those persons and entities
entitled to notice, a notice concerning the Interim Application
that complies with Local Bankruptcy Rule 2016-1(a).

The Court will hold the hearing on the first Interim Application
in February 2005.  The Court will hold a hearing on Interim
Applications for each subsequent four-month periods on a date not
less than 30 days after the last date on which any Professional
gives notice, with the date being fixed at the hearing on the
Interim Application for the prior four-month period.

Spokane's counsel will make reasonable attempts to coordinate the
scheduling of all hearings on Interim Applications and related
notice requirements.  At these hearings, any party-in-interest who
has timely filed a written objection will be entitled to be heard
on its objection, as will the Professional whose fees or expenses
are the subject of the objection.  If an objection is sustained,
or the Court otherwise orders, the applicant will disgorge to
Spokane any payments it may have received for fees or costs with
respect to which an objection is sustained.  If an objection is
not sustained and the fees or expenses are approved, Spokane will
be promptly pay any unpaid amount.

In connection with the administration of Spokane's estate,
Spokane may, from time to time, seek to employ attorneys,
accountants, and other professionals for a finite period of time
or for a limited purpose.  In those instances, the persons may be
employed on terms and conditions different from those set forth in
these procedures, including, without limitation, on a retainer, a
fixed hourly fee, or contingent basis.

The Archdiocese of Portland in Oregon filed for chapter 11
protection (Bankr. Ore. Case No. 04-37154) on July 6, 2004.
Thomas W. Stilley, Esq., and William N. Stiles, Esq., at Sussman
Shank LLP, represent the Portland Archdiocese in its restructuring
efforts.  In its Schedules of Assets and Liabilities filed with
the Court on July 30, 2004, the Portland Archdiocese reports
$19,251,558 in assets and $373,015,566 in liabilities.

The Roman Catholic Church of the Diocese of Tucson filed for
chapter 11 protection (Bankr. D. Ariz. Case No. 04-04721) on
September 20, 2004, and delivered a plan of reorganization to the
Court on the same day.  Susan G. Boswell, Esq., and Kasey C. Nye,
Esq., at Quarles & Brady Streich Lang LLP, represent the Tucson
Diocese.

The Roman Catholic Church of the Diocese of Spokane filed for
chapter 11 protection (Bankr. E.D. Wash. Case No. 04-08822) on
Dec. 6, 2004.  Michael J. Paukert, Esq., at Paine, Hamblen,
Coffin, Brooke & Miller, LLP, represents the Spokane Archdiocese
in its restructuring efforts.  When the Debtor filed for
protection from its creditors, it listed $11,162,938 in total
assets and $81,364,055 in total debts. (Catholic Church Bankruptcy
News, Issue No. 13; Bankruptcy Creditors' Service, Inc.,
215/945-7000)


CHURCH & DWIGHT: Closes $250 Mil. Sale of 6% Sr. Sub. Notes
-----------------------------------------------------------
Church & Dwight Co., Inc.(NYSE:CHD) announced that it closed its
offering of $250 million of 6.00% Senior Subordinated Notes due
2012 in a private placement.

The notes have not been registered under the Securities Act and
may not be offered or sold in the United States absent
registration or an applicable exemption from the registration
requirements.

Concurrent with the completion of the offering, Church & Dwight
accepted for purchase the $218.6 million aggregate principal
amount of its 9 1/2% Senior Subordinated Notes due 2009,
originally issued by Armkel, LLC and Armkel Finance, Inc., that
were tendered pursuant to Church & Dwight's tender offer commenced
on November 22, 2004.

Church & Dwight Co., Inc., manufactures and markets a wide range
of personal care, household and specialty products, under the ARM
& HAMMER brand name and other well-known trademarks.

                             *     *     *

As previously reported in the Troubled Company Reporter on, Dec.
13, 2004, Standard & Poor's Ratings Services assigned a 'B+' debt
rating to Church & Dwight Company Inc.'s planned $175 million
senior subordinated notes due 2012.  The notes will be used to
help refinance $225 million of Armkel LLC's senior subordinated
notes.  Church & Dwight acquired full ownership of Armkel in May
2004.

As a result, the 'B+' rating on Armkel's $225 million senior
subordinated notes due 2009 was withdrawn.  In addition, Standard
& Poor's affirmed its ratings on Princeton, New Jersey-based
Church & Dwight, including its 'BB' corporate credit rating.
Approximately $853 million of pro forma debt is outstanding.

As previously reported in the Troubled Company Reporter on, Dec.
10, 2004, Moody's Investors Service assigned a Ba3 rating to the
proposed $175 million senior subordinated notes to be issued by
Church & Dwight, Inc. -- CHD.  Along with cash balances, the notes
issuance will be used to refinance the $225 million senior
subordinated notes of Armkel, LLC, which CHD fully-acquired
earlier this year.

Existing senior unsecured and senior subordinated debt ratings
have been upgraded by one notch, to Ba2 and Ba3, respectively.  In
addition, CHD's Ba2 senior implied and senior secured debt ratings
were affirmed and the ratings outlook was revised to positive from
stable.  The rating action reflects CHD's steady operating
performance during fiscal 2004, as well as the prospective
benefits of the refinancing transaction, which reduces the
company's funded debt levels and cash interest expense needs.


CMS ENERGY: Moody's Ups Ratings As Company Trims Debt Load
----------------------------------------------------------
Moody's Investors Service upgraded the ratings of CMS Energy
Corporation, including its Senior Implied rating to Ba3 from B2,
senior unsecured debt to B1 from B3, subordinated debt to B3 from
Caa2, and preferred stock to Caa1 from Ca.  Moody's also upgraded
CMS' Speculative Grade Liquidity rating to SGL-2 from SGL-3.  In
addition, Moody's assigned a Ba3 rating to CMS' $300 million
secured bank credit facility.  This action concludes the review of
CMS' ratings for possible upgrade.  The rating outlook is stable.

The upgrade of CMS' ratings reflects these factors:

   (1) continued debt reduction at the parent level, which has
       increased financial flexibility;

   (2) a lower business risk profile following the divestiture of
       a number of non-regulated businesses;

   (3) a narrower focus for its operations in the U.S. on its
       lower risk regulated utility subsidiary, Consumers Energy
       Company (Consumers: Baa3 senior secured);

   (4) a meaningful improvement in the liquidity profile of the
       parent company.

The company has sold a substantial portion of its non-core assets
including certain non-utility electric generation, gas
transmission, oil & gas and commodity trading assets.  The asset
divesture program has produced proceeds of approximately
$2.6 billion in the past three years and has enabled the company
to meet its maturing debt obligations, pension funding
requirements and significantly improve its cash position.  As of
September 30, 2004, the company had approximately $560 million of
unrestricted cash on its balance sheet.

In recent months, the company has further improved its balance
sheet by repaying approximately $190 million of maturing parent
level debt and reducing overall financing costs by refinancing
approximately $800 million of higher coupon debt at Consumers.
The company successfully executed a common stock offering in
October, deriving proceeds of approximately $288 million.  These
proceeds are expected to be infused as equity into Consumers in
order to bolster the utility's balance sheet.  Additionally, the
parent company issued $288 million of senior unsecured convertible
debt in early December.  Proceeds from this offering will be
expected to redeem debt that comes due in 2005.

Moody's expects the company to continue to strengthen Consumers'
balance sheet while reducing leverage at the parent through
proceeds from any remaining non-core asset sales and cash flow.
The rating action also incorporates our expectation that
Consumers' cash flow will increase over the next several years due
to anticipated rate increases.  On December 17, 2004, Consumers'
filed a rate case with the Michigan Public Service Commission
requesting a base rate increase of $320 million.  Moody's notes,
however, that the company will continue to be challenged by high
capital expenditure requirements associated with environmental
upgrades at Consumers' fossil fuel generation facilities.

The upgrade of CMS' Speculative Grade Liquidity rating to SGL-2
from SGL-3 reflects a good liquidity profile over the next
12 months that is supported by substantial cash balances, and
expected cash dividends available to the parent from its regulated
and non-regulated businesses that provide sufficient coverage of
fixed charges at the parent level.  It also considers the benefits
of the company's debt reduction program that should allow it to be
comfortably in compliance with the covenant provisions under its
$300 million committed revolving credit facility.  Currently,
about $90 million is utilized under this facility, which matures
in August 2007.

CMS Energy is a diversified energy holding company headquartered
in Jackson, Michigan.  Its principal subsidiaries are Consumers
Energy and CMS Enterprises.  Consumers Energy is a public utility
that provides natural gas and electricity to almost 6 million of
Michigan's 10 million residents in the state's Lower Peninsula
counties.  Through various subsidiaries, CMS Enterprises is
engaged in energy businesses in the United States and in selected
international markets.


COMM 2002-FL6: Moody's Pares Rating on Class M-JP Certs. to Ba1
---------------------------------------------------------------
Moody's Investors Service upgraded the rating of one class,
downgraded the ratings of three classes and affirmed the ratings
of four classes of COMM 2002-FL6, Commercial Mortgage Pass-Through
Certificates as follows:

   * Class A-2, $80,000,000, Floating, affirmed at Aaa
   * Class X-2, Notional, affirmed at Aaa
   * Class C, $40,500,000, Floating, upgraded to Aaa from Aa3
   * Class H-WM, $13,500,000, Floating, downgraded to A3 from A2
   * Class L-LP, $1,500,000, Floating, affirmed at Baa2
   * Class M-LP, $1,700,000, Floating, affirmed at Baa3
   * Class K-JP, $600,000, Floating, downgraded to Baa2 from Baa1
   * Class M-JP, $1,030,000, Floating, downgraded to Ba1 from Baa3

The Certificates are collateralized by five mortgage loans, which
range in size from 5.1% to 43.4% of the pool based on current
principal balances.  As of the December 15, 2004, distribution
date, the transaction's aggregate Certificate balance has
decreased by approximately 62.8% to $255.6 million from
$687.7 million at closing as a result of the payoff of six loans
initially in the pool.  The loans are interest only. Classes A-2,
X-2, and C are pooled classes while Classes H, K, L, and M depend
upon the performance of a specific loan for debt service and
ultimate repayment.

The performance of the collateral properties has been mixed with
two performing in-line with Moody's expectations and three
performing below Moody's expectations.  Moody's current weighted
average loan to value ratio -- LTV -- for the pool is 63.6%,
compared to 65.9%, at Moody's last review in October 2003 and
64.8% at securitization.  Class C has been upgraded due to
increased credit support and stable overall pool performance.
Classes H-WM, K-JP and M-JP have been downgraded due to poorer
performance related to the 500 West Monroe, The Dublin Corporate
Center and the JP Morgan Industrial Portfolio Loans.

The 500 West Monroe Loan comprises 43.4% of the pool and is
secured by a 44-story Class A office building located in Chicago's
central business district.  The property is sponsored by The
Shorenstein Company and others.  As of September 2004, the
property was 85.7% leased, compared to 99.9% at securitization.
Major tenants include GE Capital, GATX Corporation and Marsh &
McLennan.  Property performance has been negatively impacted by
increased vacancy and a lease restructuring which reduced GE
Capital's rent.  GE Capital is the largest tenant in the building,
occupying approximately 38.0% of the leased space.  Moody's
current LTV is 57.2%, compared to 53.8% at securitization.  The
loan is shadow rated A3, compared to A2 at securitization.

The Dublin Corporate Center Loan comprises 22.9% of the pool and
is secured by three Class A office buildings located in Dublin,
California.  The properties are sponsored by Summit Commercial
Properties and Highbridge Partners.  As of June 2004, property
occupancy was 97.7%, compared to 91.5% at securitization.  The
property has significant rollover risk with approximately 50.0% of
the leases expiring within the next two years.  Market vacancy is
approximately 18.0% and market rents have declined approximately
50.0% within the past two years.  Moody's current LTV is 71.0%,
compared to 65.0% at securitization.  The loan is shadow rated
Ba3, compared to Ba1 at securitization.

The 400 Madison Avenue Loan comprises 16.9% of the pool and is
secured by a 22-story Class A- office building located in midtown
Manhattan.  The property is sponsored by the Macklowe
Organization. Built in 1929, the property underwent a $20 million
renovation that was completed in 2001.  As of October 2004, the
property was 90.4% leased, compared to 96.6% at securitization.
The building has a diverse tenant mix and caters primarily to
smaller tenants.  Moody's current LTV is 69.1%, the same as at
securitization.  The loan is shadow rated Ba1, the same as at
securitization.

The 950 L'Enfant Plaza Loan comprises 11.7% of the pool and is
secured by a 264,325 square foot Class B office building located
in Washington, DC.  The property is 100% leased to the General
Services Administration, the same as at securitization.  Moody's
current LTV is 62.7%, compared to 60.6% at securitization.  The
loan is shadow rated Baa3, the same as at securitization.

The JP Morgan Industrial Portfolio Loan comprises 5.1% of the pool
and is secured by warehouse and distribution facilities located in
Bolingbrook, Illinois and Salt Lake City, Utah.  The properties
are sponsored by funds controlled by JP Morgan.  As of June 2004,
the properties were 100% leased, compared to 93.5% at
securitization.  Although occupancy has improved, cash flow has
been negatively impacted by lower rent on new leases.  Moody's
current LTV is 69.6%, compared to 64.9% at securitization. The
loan is shadow rated Ba1, compared to Baa3 at securitization.


DII/KBR: Gets Court Nod for Trust Payment Calculation Method
------------------------------------------------------------
DII Industries, LLC and its debtor-affiliates' plan of
reorganization provides that on the Effective Date, the Debtors
are required to fund the Asbestos Personal Injury Trust and the
Silica Personal Injury Trust by, among other things, executing and
delivering an Asbestos PI Trust Funding Agreement and a Silica PI
Trust Funding Agreement.  The Agreements put in place mechanisms
through which the Reorganized Debtors will fund amounts to the
Asbestos PI Trust and Silica PI Trust to enable them to pay
Qualifying Settled Asbestos PI Trust Claims and Qualifying Settled
Silica PI Trust Claims at the Initial Payment Percentage
established under the Plan.

Pursuant to the Plan, the Initial Payment Percentage for settled
claims is defined as a fraction, the numerator of which is $2.775
billion and the denominator of which is the aggregate value of
qualifying claims under settlements existing as of November 14,
2003, subject to the lower-end limitation that the payment
percentage can be no lower than 89.95%.  This formula is the
product of an agreement in principle executed in early November
2003 among the Debtors, Halliburton Co., the Asbestos Committee,
and the Futures Representative after it became apparent that the
total universe of potential qualifying settled claims would likely
exceed the agreed settled claims cap of $2.775 billion.  Because
this was the case, the Debtors and Halliburton had the right under
existing agreements to elect not to proceed with the Debtors'
proposed prepackaged plan if payments to holders of settled claims
exceeded the $2.775 billion cap.  The willingness of the parties
to agree to the proration formula adopted under the Agreement in
Principle was essential to allowing the plan process to move
forward by ensuring that settled claims would be capped at $2.775
billion.

In accordance with the Plan, which was approved by the asbestos
and silica claimants, the term "Qualified Claims" is specifically
defined with reference to settlement agreements existing as of
November 14, 2003, rather than claims as of that date.  To be a
Qualified Claim for purposes of calculating the Initial Payment
Percentage, a claim is not required to be specifically identified
but merely to be one that:

   (a) is covered by an Asbestos/Silica PI Trust Claimant
       Settlement Agreement, as amended as of November 14, 2003;
       and

   (b) has been determined by the Debtors to satisfy the medical
       criteria for payment under the applicable settlement
       agreement, regardless of when, how, and by who, the claim
       is paid.

The reason for referencing settlement agreements rather than
claimants for purposes of calculating the Initial Payment
Percentage is that at the time the Plan was being drafted and
voted on, a number of plaintiffs' firms were still in the process
of reviewing their files and identifying which of their clients
should be included in the settlement and which clients were to be
listed under specific settlement agreements given local counsel
representations, and the various relationships and "affiliations"
among certain plaintiffs' law firms.  It was envisioned that there
would be inadvertent errors with respect to both the names of
claimants and the claimants' disease categories, and that certain
errors would need to be corrected as the claims evaluation process
went forward.  Likewise, several other settlements still were in
the process of being negotiated and documented and thus had an
unknown number of potential claimants.

To protect claimants in this process from the possibility that
aggregate settled claims might be in excess of expectations, the
Agreement in Principle and the Plan provide for the aggregate
value of Qualified Claims to be capped at $3.085 billion, which,
based on the then existing list of clients, the Debtors believed
was the outside potential for claims.  This is reflected in the
Plan in the requirement that the Initial Payment Percentage for
settled claims should not be any lower than 89.95%.  By its terms,
however, the Plan does not limit either the number or dollar
values of claims that may be included under any particular
settlement agreement.  This is confirmed by reference to the
Agreement in Principle, which refers to "total settlement value"
rather than the value of any particular settlement agreement.

A list of Asbestos/Silica PI Trust Claimant Settlement Agreements
reflects the inclusion of all Qualified Claims and includes
certain settlement agreements that were misnamed, inadvertently
omitted or intentionally excluded from previously filed exhibits
because, as of November 14, 2003, the Debtors were contesting
certain of the settlements.  The list of these settlement
agreements is available at no charge at:


http://bankrupt.com/misc/Asbestos_Silica_PI_Trust_Claimant_Settlements.pdf

Although the Debtors believe that the language of the Plan is
clear, potential disputes have now arisen with counsel for some
claimants about whether certain claims and their current claim
values should be included as "Qualified Claims" for purposes of
calculating the Initial Payment Percentage.  The Debtors believe
that these claims are properly included because they arise under
and are being paid pursuant to settlement agreements that existed
as of November 14, 2003.

Counsel for some settled claimants have advised the Debtors,
however, that there may be disagreements with the Debtors'
position and that certain plaintiffs' law firms may take the
position that the claims are not Qualified Claims because the
claimants or their claim values were not identified on an exhibit
to a settlement agreement on or before November 14, 2003.

To compromise and settle certain disagreements between them and
the counsel for certain claimants:

   (a) the Debtors acknowledge that all of the conditions
       precedent to the occurrence of the Effective Date have
       been satisfied, other than:

       * the Bankruptcy Court's Confirmation Order and the
         District Court's Affirmation Order becoming Final
         Orders;

       * the execution and delivery of the Plan Documents; and

       * the funding of the Asbestos PI Trust and the Silica PI
         Trust pursuant to the Plan's terms.

   (b) The Debtors will file a certification with the Court by
       January 5, 2005, setting forth the Initial Payment
       Percentage, the number and value of contested claims, and
       the amount of the reserve being established to satisfy
       contested claims in the event that they are approved; and

   (c) An arbitration protocol and timeline will be established
       by the Debtors that is consistent with the Court order on
       November 18, 2004, which established a deadline for
       holders of Settled PI Trust Claims that are not Qualified
       Claims.  The protocol will provide that:

       * all arbitration will be commenced no later than April 5,
         2005;

       * all arbitrations will be concluded by July 5, 2005, to
         ensure that amounts held in the reserve account
         established pursuant to the Plan, as amended, will be
         disbursed quickly;

       * all decisions by arbitrators will be completed by
         August 5, 2005; and

       * the Debtors will certify to the Asbestos PI Trust and
         the Silica PI Trust the final payments to be made to
         Qualifying Claimants by September 5, 2005, which will
         facilitate and expedite the disbursement of the
         remainder of the $2.775 billion plus accumulated
         interest by October 1, 2005, to Qualifying Claimants.

The Debtors have also agreed that, provided that the Confirmation
Order and Affirmation Order have become Final Orders by
December 31, 2004, they will place $1 billion in cash in a
mutually agreeable interest-bearing escrow account for the future
benefit of the Asbestos PI Trust and the Silica PI Trust, on or
before January 5, 2005, and will fund any and all remaining
amounts -- less escrowed reserved amounts for disputed claims --
in accordance with the Plan's terms by January 25, 2005.

In the event that the Confirmation Order and Affirmation Order are
not Final Orders by December 31, 2004, the Debtors have also
agreed that they will establish and fund the Asbestos PI Trust and
the Silica PI Trust pursuant to the terms of the Plan within
30 days of the Confirmation Order and the Affirmation Order
becoming Final Orders.

Accordingly, to eliminate any uncertainty, the Debtors sought and
obtained the Court's authority to include all Qualifying Settled
Asbestos PI Trust Claims and Qualifying Settled Silica PI Trust
Claims under any settlement agreement identified as Qualified
Claims for purposes of calculating the Initial Payment Percentage,
regardless of when a claim or claim value was identified or added
as a claim under the applicable settlement agreement.

The Court further authorizes the pre-Effective Date escrow
arrangements that were entered into to resolve disputes regarding
the methodology for calculating the Initial Payment Percentage.

Headquartered in Houston, Texas, DII Industries, LLC, is the
direct or indirect parent of BPM Minerals, LLC, Kellogg Brown &
Root, Inc., Mid-Valley, Inc., KBR Technical Services, Inc.,
Kellogg Brown & Root Engineering Corporation, Kellogg Brown & Root
International, Inc., (Delaware), and Kellogg Brown & Root
International, Inc., (Panama).  KBR and its subsidiaries provide a
wide range of services to energy and industrial customers and
government entities in over 100 countries.  DII has no business
operations.  DII and its debtor-affiliates filed a prepackaged
chapter 11 petition on December 16, 2003 (Bankr. W.D. Pa. Case No.
02-12152).  Jeffrey N. Rich, Esq., Michael G. Zanic, Esq., and
Eric T. Moser, Esq., at Kirkpatrick & Lockhart LLP, represent the
Debtors in their restructuring efforts.  On June 30, 2004, the
Debtors listed $6.255 billion in total assets and $5.295 billion
in total liabilities.  (DII & KBR Bankruptcy News, Issue No. 22;
Bankruptcy Creditors' Service, Inc., 215/945-7000)


DLJ COMMERCIAL: S&P Ups Ratings on $5.8M Class B-4 Certs. to BB+
----------------------------------------------------------------
Standard & Poor's Ratings Services raised its ratings on classes
A-2, A-3, A-4, B-1, B-2, and B-4 of DLJ Commercial Mortgage
Corp.'s commercial mortgage pass-through certificates series
1998-CG1.  Concurrently, all other outstanding ratings are
affirmed.

The raised and affirmed ratings reflect credit enhancement levels
that provide adequate support through various stress scenarios.

As of December 2004, the trust collateral consisted of
272 commercial mortgages with an outstanding balance of
$1.251 billion, down 20% since issuance.  To date, there have been
three realized losses totaling $8.6 million (0.55% of the initial
pool balance).  The master servicer, Wachovia Bank N.A., reported
full-year 2003 net cash flow -- NCF -- debt service coverage
ratios -- DSCRs -- for 90.4% of the pool.  Interim 2003 or 2004
DSCR data was provided for another 3.7% of the pool.  Based on
this information, Standard & Poor's calculated the weighted
average DSCR for the pool at 1.49x, which improved slightly from
1.44x at issuance.  The calculation excludes 14 loans totaling
$59.5 million, or 4.75%, which have been defeased.

The current weighted average DSCR for the top 10 loans, which
comprises 22.4% of the pool, weakened slightly to 1.51x, from
1.57x at issuance.  DSCRs for six of the top 10 loans have
improved since issuance.  Two of the top 10 loans appear on the
watchlist; however, each is cross-collateralized and
cross-defaulted with another loan that is performing well.  A
former top 10 loan, Magnolia Lakes Apartments, with a balance of
$19.0 million, had been specially serviced, but has paid off in
full.

There are four loans, with a combined balance of $23.6 million, or
1.89% of the pool, that are with the special servicer, Midland
Loan Services, Inc.  Three are secured by retail properties, and
one by a multifamily property.  Two of the retail loans, Highland
Pavilion Shopping Center and Highland Pavilion Cinema, are
cross-collateralized and current.  They will be returned to the
master servicer next month.

The largest specially serviced asset, Lincoln Village Shopping
Center, is 90-plus days delinquent.  The loan has a current
balance of $10.6 million and a total exposure of $11.2 million
(0.85%, $63 per square foot (sq. ft.).  It is secured by a
178,700-sq.-ft. retail property built in 1984 and located in
Austin, Texas.  The most recent occupancy and net operating income
DSCR are 75% and 1.0x, respectively.  Midland has received broker
opinions of value and an appraisal that approximate the debt
amount.  Midland and the borrower are in discussions regarding a
payoff.

Regency Manor Apartments has a balance of $1.3 million (0.10%,
$13,700 per unit) and is secured by a 97-unit multifamily property
in San Antonio, Texas.  The property suffers from deferred
maintenance and low occupancy.

The servicer's watchlist includes 57 loans totaling $243.2 million
(19.4%).  The loans are on the watchlist due to low occupancies,
DSCRs, or upcoming lease expirations, and were stressed
accordingly by Standard & Poor's.

The pool has significant geographic concentrations in:

               * New York (13.0%),
               * California (11.6%),
               * Florida (9.6%),
               * Texas (7.6%),
               * Georgia (6.9%),
               * Illinois (5.4%), and
               * New Jersey (5.1%).

Significant property type concentrations include:

               * multifamily (35.4%),
               * retail (27.3%),
               * office (12.9%),
               * lodging (12.1%), and
               * industrial (5.6%).

Standard & Poor's stressed various loans in the mortgage pool,
paying closer attention to the specially serviced and watchlisted
loans.  The expected losses and resultant credit enhancement
levels adequately support the raised and affirmed ratings.

                         Ratings Raised

                 DLJ Commercial Mortgage Corp.
      Commercial Mortgage Pass-Thru Certs Series 1998-CG1

                  Rating
       Class   To       From      Credit Enhancement (%)
       -----   --       ----      ----------------------
       A-2     AAA      AA+                       27.66
       A-3     AAA      AA-                       21.50
       A-4     AA+      A+                        19.65
       B-1     A+       BBB+                      14.11
       B-2     A-       BBB                       12.26
       B-4     BB+      BB                         5.80

                        Ratings Affirmed

                 DLJ Commercial Mortgage Corp.
      Commercial Mortgage Pass-Thru Certs Series 1998-CG1

            Class   Rating   Credit Enhancement (%)
            -----   ------   ----------------------
            A-1A    AAA                      33.82
            A-1B    AAA                      33.82
            A-1C    AAA                      30.74
            S       AAA                        N/A

                      N/A - Not applicable


E*TRADE ABS: Portfolio Deterioration Cues Moody's to Pare Ratings
-----------------------------------------------------------------
Moody's Investors Service downgraded these classes of securities
issued by E*TRADE ABS CDO I, LTD., which were on watch for
possible downgrade:

   * U.S. $25,000,000 Class B Third Priority Senior Secured
     Floating Rate Notes Due 2037 from Aa1 to Aa2;

   * U.S. $9,500,000 Class C-1 Mezzanine Secured Floating Rate
     Notes Due 2037 from Baa1 to Baa3;

   * U.S. $3,400,000 Class C-2 Mezzanine Secured Fixed Rate Notes
     Due 2037 from Baa1 to Baa3;

   * U.S. $12,500,000 Preference Shares from Baa3 to B3;

   * U.S. $5,000,000 Composite Securities from Baa3 to B1.

Each of the downgraded securities remain on watch for possible
downgrade.  In addition, Moody's confirmed the Aaa rating of the
U.S. $50,000,000 Class A-2 Second Priority Senior Secured Floating
Rate Notes Due 2032 which were on watch for possible downgrade.
The rating actions are due to continued portfolio deterioration
and par erosion.

Rating Action Details:

Issuer: E*TRADE ABS CDO I, LTD.

Tranche Description: U.S. $50,000,000 Class A-2 Second Priority
                     Senior Secured Floating Rate Notes Due 2032

Prior Rating:        Aaa on watch for downgrade
Current Rating:      Aaa

Tranche Description: U.S. $25,000,000 Class B Third Priority
                     Senior Secured Floating Rate Notes Due 2037

Prior Rating:        Aa1 on watch for downgrade

Current Rating:      Aa2 on watch for downgrade

Tranche Description: U.S. $9,500,000 Class C-1 Mezzanine Secured
                     Floating Rate Notes Due 2037

Prior Rating:        Baa1 on watch for downgrade

Current Rating:      Baa3 on watch for downgrade

Tranche Description: U.S. $3,400,000 Class C-2 Mezzanine Secured
                     Fixed Rate Notes Due 2037

Prior Rating:        Baa1 on watch for downgrade
Current Rating:      Baa3 on watch for downgrade

Tranche Description: U.S. $12,500,000 Preference Shares

Prior Rating:        Baa3 on watch for downgrade
Current Rating:      B3 on watch for downgrade

Tranche Description: U.S. $5,000,000 Composite Securities

Prior Rating:        Baa3 on watch for downgrade
Current Rating:      B1 on watch for downgrade


ENRON CORP: Wants to Modify Liquidation Incentive Pool
------------------------------------------------------
With the immediate and continuing need for stabilization of their
workforce after the Petition Date, Enron Corp. and its debtor-
affiliates sought and obtained Court approval for a series of
three retention programs designed to provide employees with
current and deferred cash payments as:

    -- an incentive to remain employed with the Debtors through
       certain dates; and

    -- severance protection in the event of an involuntary
       termination of employment without cause.

Martin J. Bienenstock, Esq., at Weil, Gotshal & Manges LLP, in
New York, reminds the United States Bankruptcy Court for the
Southern District of New York that the three retention programs
were approved on these dates:

    Retention Program                           Date Approved
    -----------------                           -------------
    Enron Key Employee Retention                May 8, 2002
    Severance and Liquidation Incentive
    Plan  -- KERP I

    Enron Key Employee Retention and            February 2003
    Severance Plan II

    Enron Key Employee Retention and
    Severance Plan III                          January 29, 2004

The benefits under the KERP Programs ensured the Reorganized
Debtors of retaining a highly skilled and motivated workforce that
significantly assisted in the preservation and realization of
value for the Debtors and their creditors.

Prior to the approval of KERP I, attrition averaged 34 voluntary
resignations per week, Mr. Bienenstock relates.  Right after KERP
I's approval, the Debtors' attrition rate decreased dramatically
bringing it down to a weekly average of nine voluntary departures.
KERP I proved to be a reasonably effective tool in slowing
premature flight of the Debtors' key employees.  KERP II and KERP
III have also been successful in keeping unwanted attrition at a
manageable rate.

                            KERP Features

KERP I included a retention bonus feature, a severance feature and
a "Liquidation Incentive Pool."   The components of KERP II
included severance benefits and retention payments.  In addition
to severance benefits and retention payments, KERP III included
completion bonus payments.  KERP III and the LIP portion of KERP I
are the currently operative programs.

KERP III is a 22-month program consisting of two plan years.  The
first plan year for KERP III ends on December 31, 2004, while the
second plan year ends on December 31, 2005.  By its terms, the
LIP expired on November 17, 2004, the effective date of the
Chapter 11 Plan.

In general, KERP III severance payments are calculated to provide
a benefit equal to the greater of:

    (a) two weeks base pay for every full or partial year of
        service, with a maximum of eight weeks pay; or

    (b) two weeks base pay for every full or partial year of
        service, plus two weeks base pay for every $10,000
        increment, or its part, in base salary, with the total sum
        not to exceed $13,500.

In any case, the minimum severance benefit for eligible employees
is $4,500.  Any employee who participates in the LIP remains
ineligible for severance benefits and retention payments under
KERP III offset the amount of severance benefits otherwise
available to retention award recipients.

Retention payments under KERP III are calculated as an annual
target benefit for each selected participant, which targets are
subject to adjustment based on an employee's performance or the
changing needs of the Reorganized Debtors.  A selected employee
may earn one-fourth of the annual target during each plan quarter.
Fifty percent of earned quarterly retention is paid immediately
after the close of each plan quarter.  The remaining 50% is
treated as non-vested and deferred, and is payable to the employee
as soon as practicable at the earlier of involuntary termination
of employment without cause, or after the close of the applicable
plan year.

The completion bonus feature of KERP III is a 100% back-end loaded
payment for particularly critical employees, as determined by
Enron's executive management committee and is only payable after
an involuntary termination of employment without cause.

A feature common to all of the KERP Programs is the requirement
that, before the receipt of any payments, participants are
required to execute a certification that includes a representation
that the participant has not engaged in insider trading or other
wrongdoing with respect to the Debtors.  To receive any final
deferred payment under the KERP Programs, participants are
required to execute a general release of claims against the
Debtors.

Mr. Bienenstock explains that the LIP under KERP I was designed to
recognize:

    -- the high level of expertise and skill required to liquidate
       the Reorganized Debtors' trading assets and certain non-
       core businesses; and

    -- the need to correlate incentive payments to performance in
       this area.

The LIP functioned in a manner intended to compensate selected
employees possessing the required skill and expertise necessary to
assist in the liquidation process and generated payments based on
cash collected from the liquidation of certain of the Reorganized
Debtors' assets.

An employee selected for participation in the LIP was permitted to
share, at a level determined in the discretion of Management, in a
pool funded by the cash collected from the liquidation the Assets.
As approved by the Court, the pool funded under the LIP is
calculated in this manner:

               Cash                       Maximum       Maximum
Accrual    Collected      Cum. Cash      Accrual       Accrual
     %     (Increments)    Collected    (Increments)  (Cumulative)
-------   ----------    -----------    ----------    ----------
   0.5     $1 billion    $500M to 1B       $5M           $5M
   0.5      1 billion       1B to 2B        5M           10M
   0.5      1 billion      >2B to 3B        5M           15M
   1.0      1 billion      >3B to 4B       10M           25M
   1.0      1 billion      >4B to 5B       10M           35M
   1.0      1 billion      >5B to 6B       10M           45M
   1.5      1 billion      >6B to 7B       15M           60M
   1.5      1 billion      >7B to 8B       15M           75M
   1.5      1 billion      >8B to 9B       15M           90M

LIP awards are distributed as soon as practicable after each
$500,000,000 actually collected from the sales of Assets -- a
Collection Milestone.  Each time a Collection Milestone is
achieved, Management allocates amounts accrued and undistributed
under the LIP among available LIP participants in the form of a
"Liquidation Bonus," determined by Management's sole discretion.

Under the terms of the LIP, Collection Milestones continue until
the earlier of certain events, including the effective date of the
Chapter 11 Plan.  In the event an LIP participant has taken
substantial steps to conclude a transaction involving the sale of
any Assets prior to the termination of the LIP or the
participant's termination of employment other than for cause,
Management is authorized to consider the proceeds from the
transaction in determining whether a Collection Milestone has been
achieved.  As of June 30, 2004, collections under the LIP reached
$6,000,000,000, or Collection Milestone 12.

The LIP provides that 50% of each Liquidation Bonus is to be paid
immediately after the achievement of each Collection Milestone.
In general, the remaining 50% was withheld and deferred for
distribution after the effective date of the Chapter 11 Plan and
certain other events.

A LIP participant's voluntary resignation prior to payment of any
Liquidation Bonus or termination of employment for cause prior to
the receipt of any deferred payment, will forfeit both the
deferred portion of the Liquidation Bonus and certain other
payments.  Any amount forfeited was permitted to be reallocated in
amounts, at certain times and among participants as determined by
the Management.  In connection with any reallocation, Management
was required to notify the Official Committee of Unsecured
Creditors and the Court appointed examiner for Enron North
America, of the terms of the proposed reallocation, until the
parties are discharged from their duties.

                  Payments Under the KERP Programs

For KERP III, the Court authorized:

    (a) the carryover of funds that remained unspent, excluding
        the LIP, under KERP I and KERP II; and

    (b) a maximum expenditure of new funds:

           -- $1.5 million for severance benefits;
           -- $29 million for retention payments; and
           -- $5.7 million for completion bonus payments.

KERP I had fewer than 1,000 participants in each quarter, with a
total of 1,004 participants over the course of the four quarters
during which KERP I was in effect.  Current payments under the
retention component of KERP I totaled around $10.5 million, and
deferred payments totaled $27.7 million, for a total expenditure
of $38.2 million.

About $1.8 million remained available for retention awards but was
unallocated at the close of KERP I.  Pursuant to the Court's
February 6, 2003, order approving KERP II, the unallocated
remainder was made available for payments under KERP II.

KERP II had fewer than 696 participants in each quarter, totaling
717 participants over the course of the four quarters during which
it was effective.  About $29 million in new funding was approved
for retention payments under KERP II.  Cash payments for all four
quarters of the retention component of KERP II reached $14.84
million, and deferred payments approximated $14.34 million with
approved carryover from KERP I to cover the shortfall.

KERP III was established as a longer-term program and is scheduled
to remain effective throughout the remainder of 2004 and 2005.
Through December 9, 2004, KERP III had 437 retention participants,
for whom $6.07 million has been paid and $5.99 million has been
earned for payment on a deferred basis.

The amounts requested and authorized for expenditure under KERP
III were based on employee census projections and scheduled
employment termination dates estimated in late 2003, Mr.
Bienenstock points out.  Since then, the Reorganized Debtors have
realized higher than expected staffing needs in certain of their
working groups.  Accordingly, the Debtors require the continued
services of key employees for a longer period of time than
anticipated and projected for KERP III budgeting purposes.

Based on the increased staffing requirement, the Reorganized
Debtors currently estimate that, after expenditure of the
carryover of amounts approved under the retention component of
KERP II, there will be a shortfall of $7,000,000 needed for the
payment of future retention benefits in 2005.  Mr. Bienenstock
informs the Court that the Debtors propose to cover the shortfall
with liquidation proceeds that have been collected under the LIP
but which, due to the exercise of Management's discretion, remain
unallocated.  After the effective date of the Chapter 11 Plan, any
amounts that the Debtors determine to be necessary beyond the
$7 million would be allowed only upon the Board of Directors'
approval.

The Reorganized Debtors' continued efforts to maximize value for
their creditors and to achieve the successful consummation of the
Plan will also require the continued services of certain
individuals who currently participate in the LIP.  Participation
in the LIP precludes participation in the other features of the
KERP Programs.  Accordingly, the LIP is the sole retention and
incentive mechanism for employees charged with the responsibility
of liquidating Assets.  To provide a reasonable, targeted and
continuing incentive for their employees, the Reorganized Debtors
propose to implement a replacement arrangement that is heavily
patterned on the LIP.

                   Liquidation Incentive Plan II

The Reorganized Debtors propose to implement a Liquidation
Incentive Plan II.  Structurally, LIP II is identical to the
Court-approved LIP.  LIP II will define collection milestones
based on each $500 million in proceeds collected from the
liquidation of Assets.  Upon the completion of each Milestone, the
collection of proceeds will generate a bonus pool equal to 1.5% of
each Milestone achieved.  However, under LIP II, Milestones will
continue until the earliest of the date on which:

    (a) all Assets have been sold or liquidated;

    (b) the Reorganized Debtors determine not to sell the
        remaining Assets; or

    (c) $90 million in bonus pool funds have been generated under
        the LIP and LIP II, in the aggregate.

LIP II will continue to provide a payment structure of 50% as soon
as practicable after the achievement of a Milestone and 50%
payable as soon as practicable after the earlier of:

    -- six months after the Milestone is achieved;

    -- the date on which no further Milestones may be achieved; or

    -- the death, disability or involuntary termination without
       cause of the participant's employment.

Management will continue to retain the discretion to treat an LIP
II participant as being eligible to receive an award under LIP II
based on the achievement of a particular Milestone.  In addition,
Management will have the ability, in its sole discretion, to
create intermediate Milestones (e.g., at an amount below the
incremental $500 million) and designate an additional bonus pool,
if Management determines that the action is warranted.  Neither
KERP II nor KERP III sought the modification of the LIP.

By this motion, the Reorganized Debtors seek the Court's authority
to:

    (a) address the projected shortfall in providing a reasonable
        retention incentive for KERP III participants; and

    (b) create LIP II to provide a reasonable incentive for their
        employees.

If the Debtors' request is granted, selected employees will earn
awards under LIP II in a manner designed to ensure that projected
amounts available for distribution will be expended in a manner
that is most beneficial to the Reorganized Debtors, their
creditors and all parties-in-interest to their Chapter 11 cases.

The Reorganized Debtors believe that the modification of the
authorized funding under KERP III and the implementation of LIP
II will:

    -- assist in avoiding additional unwanted attrition;

    -- further solidify the stability of the Debtors' workforce;
       and

    -- provide proper incentives to those individuals who are
       expected to yield significant value for the Debtors and
       their creditors as they enter into the final phases of
       their cases.

Enron filed for chapter 11 protection on December 2, 2001 (Bankr.
S.D.N.Y. Case No. 01-16033).  Judge Gonzalez confirmed the
Company's Modified Fifth Amended Plan on July 15, 2004, and
numerous appeals followed.  Martin J. Bienenstock, Esq., and Brian
S. Rosen, Esq., at Weil, Gotshal & Manges, LLP, represent the
Debtors in their restructuring efforts.  (Enron Bankruptcy News,
Issue No. 132; Bankruptcy Creditors' Service, Inc., 15/945-7000)


EPIGENX PHARMACEUTICALS: Case Summary & 20 Unsecured Creditors
--------------------------------------------------------------
Debtor: Epigenx Pharmaceuticals Inc.
        5385 Hollister Avenue
        Goleta, California 93117

Bankruptcy Case No.: 04-13148

Type of Business: The Debtor develops epigenetic-based drugs
                  designed to deliver therapies tailored to
                  individual patients.  Epigenesis is the
                  series of biological processes by which an egg
                  develops from an unorganized masses into
                  different organs and organ systems.
                  See http://www.epigenx.com/

Chapter 11 Petition Date: December 21, 2004

Court: Central District of California (North Division)

Judge: Robin Riblet

Debtor's Counsel: Steven Pinsker, Esq.
                  Pinsker & Hurlbett
                  1316 Anacapa Street
                  Santa Barbara, CA 93101
                  Tel: 805-963-9111

Total Assets: $6,394,715

Total Debts:  $2,730,117

Debtor's 20 Largest Unsecured Creditors:

Entity                        Nature Of Claim       Claim Amount
------                        ---------------       ------------
Foley & Lardner               Legal Fees                $409,034
3000 K St., Ste. 500 N.W.
Washington, DC 20007

SuperGen, Inc.                Value of Collateral:      $386,673
4140 Dublin Blvd., Ste. 200   $25,000
Dublin, CA 94568

Norbert Reich                 Consulting Fee            $143,935
1241 Mission Ridge
Santa Barbara, CA 93105

Larry Bymaster                Salary                     $98,626

Paul H. Johnson               Salary                     $93,920

Mansour Architectural Corp.   Architect Fee              $69,863

Regents of the University CA  License Fee                $56,015

Bench Int'l Consulting        Consulting Fee             $45,000

Chembridge Corporation        Compounds                  $44,797

Axon Instruments              Equipment Purchase         $42,325

MDL Information Systems Inc.  Software License           $40,716

Quince Associates, Ltd.       Rent Owed                  $40,000

David Gluck                   Salary                     $37,500

Patterson Associates, LLC     Rent Owed                  $29,012

Ken Richards                  Salary                     $22,358

UCLA Microarray Core          Lab Services               $20,050

Alec Wodtke                   Consulting Fee             $16,667

Larry Bymaster                Salary                     $14,422

Amersham Pharmacia Biotech    Lab Services               $13,049

Amersham Biosciences Corp.    Lab Supplies               $13,044


EQUIFIN INC: Subsidiary Timely Repays $20 Mil. Wells Fargo Loan
---------------------------------------------------------------
EquiFin, Inc. (OTC BB:EQUI) reported that its principal operating
subsidiary Equinox Business Credit Corp. has timely satisfied the
required repayment of its $20,000,000 senior credit facility from
Wells Fargo Foothill through the transfer of Equinox' portfolio
assets to Foothill.

As a consequence of this transaction, Foothill was fully repaid
and Equinox's subordinated lender, Laurus Funds, was also fully
repaid.  Equinox will receive approximately $1,150,000, net of
expenses, from this transaction.  With the pay-off of the Foothill
line of credit the Company closed the asset-based lending
activities of Equinox where it had, during the past 2-1/2 years,
provided revolving credit facilities of $500,000 to $3,000,000 to
small midsize business enterprises.

EquiFin continues to operate its finance activities through its
factoring division where it purchases accounts receivable from
small businesses to provide them with working capital.  The
Company will assess in the coming weeks whether this business
activity can be sufficiently developed to support the Company's
public company status.

                        About the Company

EquiFin, Inc., (AMEX:II AND II,WS) is a commercial finance company
providing a range of capital solutions to small and mid-size
business enterprises.

                       Going Concern Doubt

In its Form 10-KSB for fiscal year ended December 31, 2003, filed
with the Securities and Exchange Commission, Equifin, Inc.'s
independent public accountants raise substantial doubt about the
Company's ability to continue as a going concern.


FAIRFAX FINANCIAL: Completes Cash Tender Offer & New Note Issue
---------------------------------------------------------------
Fairfax Financial Holdings Limited (TSX:FFH.SV) (NYSE:FFH)
completed its cash tender offer for certain of the outstanding
debt securities of Fairfax and its wholly-owned subsidiary, TIG
Holdings, Inc., as well as the closing of its sale of $200 million
of its 7-3/4% Senior Notes due 2012.

A total of $114,688,000 principal amount of debt was tendered
under the tender offer, consisting of:

   -- $11,142,000 of the 8-1/8% TIG Notes due 2005,
   -- $62,600,000 of the 7-3/8% Fairfax Notes due 2006,
   -- $36,496,000 of the 6-7/8% Fairfax Notes due 2008, and
   -- $4,450,000 of the 8.597% TIG Capital Securities due 2027.

Banc of America Securities was the exclusive dealer manager for
the tender offer and sole book-running manager for the note
issuance.

                        About the Company

Fairfax Financial Holdings Limited is a financial services holding
company which, through its subsidiaries, is engaged in property
and casualty insurance and reinsurance, investment management and
insurance claims management.

                          *     *     *

As reported in the Troubled Company Reporter on Nov. 12, 2004,
Fitch Ratings commented that Fairfax Financial Holdings Limited's
ratings and Rating Watch Negative status are unaffected by its
recent disclosures via its third-quarter 2004 financial filings
and investor conference held on November 8, 2004.

These ratings remain on Rating Watch Negative by Fitch:

   * Fairfax Financial Holdings Limited

     -- No action on long-term issuer rated 'B+';
     -- No action on senior debt rated 'B+'.

   * Crum & Forster Holdings Corp.

     -- No action on senior debt rated 'B'.

   * TIG Holdings, Inc.

     -- No action on senior debt rated 'B';
     -- No action on trust preferred rated 'CCC+'.

   * Members of the Fairfax Primary Insurance Group

     -- No action on insurer financial strength rated 'BBB-'.

   * Members of the Odyssey Re Group

     -- No action on insurer financial strength rated 'BBB+'.

   * Members of the Northbridge Financial Insurance Group

     -- No action on insurer financial strength rated 'BBB-'.

   * Members of the TIG Insurance Group

     -- No action on insurer financial strength rated 'BB+'.

   * Ranger Insurance Co.

     -- No action on insurer financial strength rated 'BBB-'.

The members of the Fairfax Primary Insurance Group include:

   * Crum & Forster Insurance Co.
   * Crum & Forster Underwriters of Ohio
   * Crum & Forster Indemnity Co.
   * Industrial County Mutual Insurance Co.
   * The North River Insurance Co.
   * United States Fire Insurance Co.
   * Zenith Insurance Co. (Canada)

The members of the Odyssey Re Group are:

   * Odyssey America Reinsurance Corp.
   * Odyssey Reinsurance Corp.

Members of the Northbridge Financial Insurance Group include:

   * Commonwealth Insurance Co.
   * Commonwealth Insurance Co. of America
   * Federated Insurance Co. of Canada
   * Lombard General Insurance Co. of Canada
   * Lombard Insurance Co.
   * Markel Insurance Co. of Canada

The members of the TIG Insurance Group are:

   * Fairmont Insurance Company
   * TIG American Specialty Ins. Company
   * TIG Indemnity Company
   * TIG Insurance Company
   * TIG Insurance Company of Colorado
   * TIG Insurance Company of New York
   * TIG Insurance Company of Texas
   * TIG Insurance Corporation of America
   * TIG Lloyds Insurance Company
   * TIG Specialty Insurance Company


FEDERAL-MOGUL: Needs Judge Wolin's Dec. 10, 2001, Order Clarified
-----------------------------------------------------------------
Federal-Mogul Corporation, together with the Legal Representative
for Future Asbestos Claimants, ask the U.S. Bankruptcy Court and
the U.S. District Court for the District of Delaware to:

    (a) clarify District Court Judge Wolin's December 10, 2001
        Order; and

    (b) specify the roles of the United States Bankruptcy Court
        for the District of Delaware and the United States
        District Court for the District of Delaware with respect
        to the Estimation Proceedings and the Confirmation
        Proceedings.

                        Judge Wolin's Order

On December 10, 2001, Judge Wolin entered an order in Federal-
Mogul's asbestos cases, allocating the responsibilities between
the District Court and the Bankruptcy Court.  Judge Wolin's
instruction with respect to asbestos-related issues provides "that
the withdrawal of the references is specifically contemplated with
respect to asbestos-related claims and issues."  Representing the
Debtors, James E. O'Neill, Esq., at Pachulski Stang Ziehl Young
Jones & Weintraub, in Wilmington, Delaware, notes that the Wolin
Order does not actually withdraw the reference for asbestos-
related claims and issues.  This language has resulted in
divergent approaches to the process of asbestos personal injury
claims estimation.

                    The Estimation Proceedings

Mr. O'Neill relates that the amount of Asbestos Claims against the
U.K. Debtors is at the core of the dispute among the various
constituencies.   The Asbestos Committee's expert, Dr. Mark
Peterson, has estimated the total amount of all Asbestos Claims
against the U.K. Debtors at $10.97 billion.  EMB, the
Administrators' expert, estimates the tort system liability of
Asbestos Claims against the U.K. Debtors at $5.3 billion, and has
suggested that there is some other, even lower, value that will be
produced if the English Court disregards the U.S. jury system in
assessing the Asbestos Claims that arise under U.S. law.
Tillinghast, the expert for the T&N Retirement Benefits Scheme
(1989) Trustee, estimates the liability in the range of $2.1 to
$5.5 billion.  The Plan Proponents fully expect that Navigant, the
expert for the Property Damage Committee, will come up with yet
another value.  This disagreement has resulted in a stalemate
among the creditor constituencies that is costing over $70 million
per year in professional fees while creditors wait for
distributions.

The Debtors and the Future Claimants Representative believe that
it is critical to carefully define and coordinate the
jurisdictional and practical roles of the District Court and the
Bankruptcy Court in the Estimation Proceedings.

The determination of the aggregate amount of Asbestos Claims must
not be limited to the narrow purpose of satisfying the statutory
requirements for confirming the Plan.  The Estimation Proceedings
should broadly resolve the parties' dispute regarding the
aggregate amount of the Asbestos Claims against the U.K. Debtors
for both the Chapter 11 Cases and the English Proceedings.  The
courts would be estimating contingent or unliquidated personal
injury claims potentially for distribution purposes.  The
statutory authority and case law clearly provide that the
Bankruptcy Court cannot issue a final order with respect to that
determination.

                    The Confirmation Proceedings

Mr. O'Neill states that the law is less clear as to the
appropriate roles of the District Court and the Bankruptcy Court
with respect to the Confirmation Proceedings involving Section
524(g) issues.  Generally, the Bankruptcy Court is empowered to
enter a final order with respect to confirmation of plans of
reorganization because, by statute, the confirmation of plans is a
core matter.

Section 524(g)(3)(A) of the Bankruptcy Code requires that in order
to receive a Section 524(g) injunction "the order confirming the
plan of reorganization was issued or affirmed by the district
court."  The Section 524(g) injunction is an integral,
non-severable component of the Plan and any related confirmation
order.  Accordingly, for all practical purposes, the Bankruptcy
Court cannot enter an effective, final order confirming the Plan,
which contains a Section 524(g) injunction.

                      Withdraw the Reference

Accordingly, the Debtors and the Future Claimants Representative
invite the District Court to preside over the Estimation
Proceedings and the Confirmation Proceedings, assisted by the
Bankruptcy Court, and, to that end, withdraw the reference with
respect to both proceedings.  The effectiveness of the Plan's
confirmation will be subject to the District Court's entry of a
final confirmation order.

Notwithstanding any participation of and withdrawal of the
reference by the District Court in the Confirmation Proceedings,
the administrative and procedural issues leading up to the
Confirmation Proceedings should remain with the Bankruptcy Court.
The Bankruptcy Court's concurrent participation in the Estimation
Proceedings and Confirmation Proceedings is essential due to the
Bankruptcy Court's extensive knowledge of the Debtors' cases and
expertise.

Mr. O'Neill asserts that the District Court's participation and
withdrawal of the reference related to the Confirmation
Proceedings would promote judicial efficiency and avoid any
further duplication of proceedings or de nova review by the
District Court.

Furthermore, the entry of a final order confirming the Plan by the
District Court will avoid any potential confusion in the event the
order confirming the Plan is appealed, which otherwise may result
in a split of appellate review between the District Court and
Third Circuit Court of Appeals for core and non-core matters.

                        Alternative Relief

In the event the District Court's participation in the Proceedings
is not possible, the Debtors and the Future Claimants
Representative want the Bankruptcy Court to preside alone over the
Proceedings.  The Bankruptcy Court should enter proposed findings
of fact and conclusions of law with respect to the Estimation
Proceedings and those non-core aspects of the Confirmation
Proceedings, including those matters concerning Section 524(g).
The Bankruptcy Courts proposed findings and orders would be
subject to the review of the District Court to the extent they are
objected to, and the District Court would enter final orders with
respect to the Proceedings.

Headquartered in Southfield, Michigan, Federal-Mogul Corporation
-- http://www.federal-mogul.com/-- is one of the world's largest
automotive parts companies with worldwide revenue of some
$6 billion.  The Company filed for chapter 11 protection on
October 1, 2001 (Bankr. Del. Case No. 01-10582).  Lawrence J.
Nyhan, Esq., James F. Conlan, Esq., and Kevin T. Lantry, Esq., at
Sidley Austin Brown & Wood, and Laura Davis Jones, Esq., at
Pachulski, Stang, Ziehl, Young, Jones & Weintraub, represent the
Debtors in their restructuring efforts.  When the Debtors filed
for protection from their creditors, they listed $10.15 billion in
assets and $8.86 billion in liabilities. (Federal-Mogul
Bankruptcy News, Issue No. 69; Bankruptcy Creditors' Service,
Inc., 215/945-7000)


FINDLAY UNIVERSITY: Moody's Revises Ratings Outlook to Stable
-------------------------------------------------------------
Moody's Investors Service affirmed the University of Findlay's Ba1
long-term rating.  The outlook for the rating has been revised to
stable from negative.  The rating applies to $14 million of
outstanding Series 1996 and 1999 bonds, issued through the Ohio
Higher Educational Facility Commission.  The University also has
debt outstanding under pooled financings through the Ohio Higher
Educational Facility Commission, which carry ratings based on
letters of credit from a bank.

Credit strengths are:

   (1) relatively stable enrollment (3,981 FTE students)

   (2) improved operating performance (avg. margin 1.1%)

   (3) stabilized financial resource base ($20 million in total
       financial resources)

Credit challenges are:

   (1) competitive market for students in Ohio ($8,757 net tuition
       per student), potentially limiting net tuition revenue
       growth

   (2) very limited liquidity ($2.9 million in unrestricted
       financial resources)

   (3) ability to generate funds from operations or fundraising to
       grow liquidity and meet capital needs

                Recent Developments/Results

The University of Findlay produced an operating surplus of 2.9% in
FY2004, the second year of positive margins after many years of
deficits.  Management of the University is committed to
maintaining operating balance and generating modest surpluses to
finance capital and improve liquidity.  Based on budgets for
FY2005 and year-to-date performance, the University appears on
track to generate another solid year.

Total enrollment declined slightly in the fall of 2004, from 4,027
to 3,981 FTE students.  All of the decline was experienced in
graduate enrollment, with flat undergraduate trends.  In fact,
undergraduate applications continued to increase, improving
selectivity to below 70%.  The University is exploring the
creation of pharmacy and music programs, which may contribute to
future enrollment growth.

Although the University's liquidity remains thin, expendable
financial resources did grow over the last year, rising from
$6.6 to $8.3 million.  The increase was largely driven by strong
investment returns of over 25%.  The University's endowment
remains heavily weighted toward equities (75%), leaving the
University susceptible to positive and negative swings in the
financial markets.

                           Outlook

The University's rating outlook was revised to stable reflecting
our expectation for continued stable or growing enrollment,
maintenance of improved operating results and no additional
borrowing plans.

               What Could Change the Rating - UP

Growth in liquidity, from enhanced fundraising or retained
surpluses, along with stability in enrollment and leverage levels
could lead to a rating upgrade.

              What Could Change the Rating - DOWN

Enrollment declines, especially leading to operating deficits,
substantial new borrowing, or reductions to already limited
liquidity could pressure the rating.

                      Key Data and Ratios
       Fall 2004 Enrollment FY 2004 Financial Information

Total Enrollment:                    3,981 full-time equivalent
                                     students

Freshman Applicants Accepted:        70%

Freshman Accepted Students Enrolled: 37%

Expendable Resources to Debt:        0.2 times

Expendable Resources to Operations:  0.1 times

3-Year Average Operating Margin:     1.1%


FLORIDA HOUSING: Moody's Revises Ratings Outlook to Negative
------------------------------------------------------------
Moody's Investors Service is downgrading the underlying rating on
the Florida Housing Finance Corporation Housing Revenue Bonds
(Augustine Club, Plantations at Killearn & Woodlake at Killearn
Apartments) Senior Series 2000 D-1 to Ba2 from Ba1 and the rating
on the Subordinate Series 2000 D-2 bonds to Ba3 from Ba2.  The
amount of debt affected is approximately $35 million.  The Senior
bonds will continue to maintain MBIA bond insurance and carry
MBIA's current financial strength rating of Aaa; the Subordinate
bonds are not insured by MBIA.  The outlook on the ratings is
being revised to negative from stable.  The bonds were originally
issued to finance the acquisition of three properties located in
Tallahassee, Florida with a total of 758 units.

The downgrade of the ratings and the change in outlook are based
on the review of the projects' audited financial statements for
June 30, 2004.  The 2004 audit shows a decline in debt service
coverage from the 2003 audit largely due to a 38% increase in
leasing expenditures for the properties due to management's
efforts to increase occupancy at the three properties.  This major
increase in leasing expenses though is largely due to leasing
issues with the Woodlake at Killearn Apartments property, which is
the largest of the three complexes in the portfolio and accounts
for 81% of the increase.  The Community Builders -- TCB, the
non-profit owner, reports that it is working on a plan with the on
site management at the Woodlake property (which has changed its
name to Cypress Pointe) to boost long term physical occupancy.
The debt service coverage continues to be significantly lower than
that which was projected in the transaction's original pro-forma
underwriting.  Debt service coverage for fiscal year ending June
30, 2004 is calculated at 1.10x for the senior bonds (a decrease
from 1.20x for the 2003 fiscal year) and  .92x for the subordinate
bonds (a decrease from 1.01x for the 2003 fiscal year).  The
subordinate debt service coverage ratios reflect the inclusion of
the MBIA annual insurance fee, while the senior bond coverage
calculations do not include this as an expense item.

During the period of time (2001 - 2002) when the properties were
under financial stress, TCB ensured (through its contributions to
cover certain property operating costs) that all semi-annual
senior and subordinate bonds debt service payments were made.  The
program currently holds senior and subordinate bond debt service
reserve funds that are fully funded at maximum annual debt service
and remain untapped to date.

Since downgrading the bonds to below investment grade in February
2002, Moody's continued to review the properties performance on a
monthly basis, focusing on the physical and economic vacancy
levels at the three properties and its impact on aggregate net
operating income -- NOI.  As of June 2004, the properties have a
combined physical vacancy level of 12.5% and a combined economic
vacancy level (which incorporates the physical vacancy factor) of
15.2%.  The aggregate physical vacancy number has remained the
same since the last review, which was based on November 2003 data
and the economic vacancy level improved by decreasing from 20.7%
to 15.2% as of June 2004.

In July 2004, American Management Services (also known as
Pinnacle) replaced Royal American as the current manager for the
three properties.  This is the second time that TCB has replaced
management for these properties since the bonds were issued.
Moody's will continue to monitor management's performance in
maintaining occupancy levels and managing expense levels at the
three properties.

For additional information on this transaction, refer to Moody's
Municipal Credit Research New Issue Report dated October 11, 2000,
and the Rating Update Reports dated August 1, 2001, Feb. 26, 2002,
October 7, 2002, April 16, 2003 and January 13, 2004.

                            Outlook

The rating outlook on the bonds has been revised to negative from
stable due to decreased coverage levels.  Moody's will continue to
monitor the performance of the properties in the Tallahassee
portfolio on a quarterly basis to gauge owner/manager progress in
increasing current NOI levels by decreasing economic vacancy
levels and managing operating expenses while maintaining physical
occupancy.


GMAC COMMERCIAL: Fitch Junks $6.6 Mil. 2000-C1 Mortgage Cert.
-------------------------------------------------------------
GMAC Commercial Mortgage Securities Inc.'s mortgage pass-through
certificates, series 2000-C1 are downgraded by Fitch Ratings:

     -- $6.6 million class M to 'CC' from 'CCC';
     -- $6.6 million class N to 'D' from 'CC'.

Fitch also affirms the following classes:

     -- $57.7 million class A-1 'AAA';
     -- $537.2 million class A-2 'AAA';
     -- Interest-only class X 'AAA';
     -- $37.4 million class B 'AAA';
     -- $41.8 million class C 'A+';
     -- $8.8 million class D 'A';
     -- $30.8 million class E 'BBB';
     -- $15.4 million class F 'BBB-';
     -- $22 million class G 'BB+';
     -- $15.4 million class H 'BB';
     -- $6.6 million class J 'BB-';
     -- $8.8 million class K 'B+';
     -- $11 million class L 'B-'.

The $459,543 class O certificates are not rated by Fitch.

The downgrade of classes M and N is the result of expected losses
on several specially serviced loans, which will negatively affect
credit enhancement levels.  The ratings reflect the expected loss
of principal on class N within the next month.

As of the December 2004 distribution date, the transaction's
aggregate principal balance has decreased 8.3%, to $806.5 million
from $879.9 million at issuance.  Six loans (6.1%) are in special
servicing, including four 90 days delinquent (4.4%) and a real
estate owned -- REO -- loan (1.2%).  Losses are expected on
several of these loans.

The largest specially serviced loan (1.6%) is secured by an
industrial park in Dearborn, Michigan and is 90 days delinquent.
The property is currently 73% occupied and a foreclosure is
pending.  The second largest specially serviced loan (1.5%) is
secured by a multifamily property in College Park, Georgia and is
90 days delinquent.  A discounted payoff is scheduled for December
2004.  The third largest specially serviced loan (1.2%) is secured
by an office property in Schaumburg, Illinois.  The property is
REO and will be marketed for sale.  Losses are expected on all of
these loans.

Fitch no longer considers the Equity Inns Portfolio (5.3%), a
portfolio of 18 limited-service and extended-stay hotels located
across 12 states, to have an investment grade credit assessment.
The loan was considered investment-grade at issuance.

The master servicer, GMAC Commercial Mortgage Corp., provided
year-end 2003 financials for 93% of the pool.  The YE 2003
weighted average debt service coverage ratio -- DSCR -- remains
stable at 1.38 times.


GREAT AMERICAN: Voluntary Chapter 11 Case Summary
-------------------------------------------------
Debtor: Great American Cars, Inc.
        7227 Fairway Road
        La Jolla, California 92037

Bankruptcy Case No.: 04-10867

Type of Business: The Debtor is used car dealer.

Chapter 11 Petition Date: December 22, 2004

Court: Southern District of California (San Diego)

Debtor's Counsel: Thomas J McKinney, Esq.
                  625 Broadway, Suite 1206
                  San Diego, CA 92101
                  Tel: 619-236-8308
                  Fax: 619-236-8309

Total Assets: $7,500,000

Total Debts:  $4,824,393

The Debtor reports that it has no unsecured creditors who are not
insiders.


GUITAR CENTER: S&P Places Low-B Ratings on CreditWatch Positive
---------------------------------------------------------------
Standard & Poor's Ratings Services placed its ratings for
specialty music retailer Guitar Center, Inc., including the 'BB-'
corporate credit rating, on CreditWatch with positive
implications.  "The CreditWatch listing is based on the company's
improved operating performance over the past several quarters,
supported by growth at Guitar Center retail stores and Musician's
Friend direct sales, which has strengthened credit measures," said
Standard & Poor's credit analyst Robert Lichtenstein.

Same-store sales rose 9% in the first nine months of 2004,
following a 7% gain in all of 2003, while operating margins for
the 12 months ended Sept. 30, 2004, expanded to 10.5%, from 9.0%
the year before.  As a result, cash flow protection measures
improved, with lease-adjusted EBITDA covering interest by 6x at
Sept. 30, 2004, compared with 4x the year before.  Leverage
declined, even though additional capital was used to support the
company's expansion plan, acquisitions, infrastructure
improvements, and a new distribution center.  Total debt to EBITDA
decreased to 2.0x for the 12 months ended Sept. 30, 2004, from
3.8x the prior year.

Standard & Poor's will meet with management to review Guitar
Center's future operating strategies and financial policy, as well
as the company's ability to maintain its current credit profile.


HARBORVIEW MORTGAGE: Moody's Puts Ba2 Rating on Class B-4 Certs.
----------------------------------------------------------------
Moody's Investors Service assigned a rating of Aaa to the senior
certificates issued in the HarborView Mortgage Loan Trust 2004-08
securitization of negative amortization loans secured by first
liens on one- to four-family residential properties.  In addition
ratings of Aa2, A2, Baa2 and Ba2 were also assigned to Classes
B-1, B-2, B-3 and B-4, respectively.

According to Moody's analyst Amita Shrivastava, the ratings of the
certificates are based on the quality of the underlying mortgage,
the credit support provided through subordination, the legal
structure of the transaction, as well as the capability of the
servicers of the mortgage loans.

The underlying collateral consists predominantly of adjustable
rate negative amortization mortgage loans with an original term to
maturity of 30-years.  Approximately 88% of the loans are
originated by Countrywide Home Loans, Inc.  The remaining 12% are
originated by various other originators.  The loan pool is divided
into three loan groups.  The prefix of the certificates
corresponds to the loan group they are associated with.

The complete rating actions are:

Seller:    Greenwich Capital Financial Products, Inc.
Depositor: Greenwich Capital Acceptance, Inc..
Servicers: Various

   * Class 1-A, $443,981,000, Aaa
   * Class 2-A1, $100,000,000, Aaa
   * Class 2-A2, $200,000,000, Aaa
   * Class 2-A3, $125,000,000, Aaa
   * Class 2-A4A, $236,026,000, Aaa
   * Class 2-A4B, $41,652,000, Aaa
   * Class 3-A1, $64,707,000, Aaa
   * Class 3-A2, $100,000,000, Aaa
   * Class X, Notional Amount, Aaa
   * Class A-R, $100, Aaa
   * Class B-1, $27,407,000, Aa2
   * Class B-2, $21,082,000, A2
   * Class B-3, $16,163,000, Baa2
   * Class B-4, $9,837,000, Ba2


HEALTHEAST: Fitch Affirms 'BB+' Rating on Revenue Bonds
-------------------------------------------------------
Fitch Ratings has affirmed approximately $189 million revenue
bonds issued on behalf of HealthEast and Controlled Affiliates at
'BB+'.  Fitch has also revised the Rating Outlook to Positive from
Stable.

The Rating Outlook revision to Positive reflects HealthEast's
sustained improved financial performance exhibited over the last
three years and most recent interim period with a return to
operating profitability.  Improved financial performance has been
driven by increased managed care rates, rising volume, and
improved performance at its new hospital, Woodwinds.  Operating
margin improved to 2.2% in fiscal 2004 from negative 1.9% in
fiscal 2001, and was 2.3% through the three months ended Nov. 30,
2004.

HealthEast is performing ahead of budget through the interim
period and should meet its fiscal 2005 net income budget of $15
million.  Other credit strengths include a leading market position
in St. Paul with 38% market share in fiscal 2004 compared to the
next closest competitor United Hospital (part of Allina Health
System; rated 'A-' by Fitch) with 30.4% market share.  Market
share has remained relatively stable over the last four years for
the three dominant players in the market.

Credit concerns include weak liquidity, future capital needs, and
high managed care penetration.  HealthEast's liquidity is light
with 44 days cash on hand and 39.6% cash to debt at Nov. 30, 2004,
but has grown from 28.9 days cash on hand and 15.7% cash to debt
at Aug. 31, 2001.  Liquidity growth has been hampered by capital
spending and bottom line losses in its recent history.  Fitch
believes balance sheet growth will be management's biggest
challenge especially with major capital needs in the near future.

HealthEast's five year capital plan totals approximately $160
million and includes strategic and routine capital expenditures.
HealthEast's payor mix comprises 53% of revenue from managed care
payors, which is split between four major companies.  Recent rate
negotiations have been favorable; however, the sustained
improvement of the system will depend on management's ability to
continue securing favorable increases going forward.

An upgrade to an investment grade rating will be dependent on
HealthEast's ability to sustain the current operating performance
and improve its liquidity position while undertaking its five year
capital plan.

Headquartered in St. Paul, Minnesota, HealthEast is a large health
care system providing inpatient and outpatient care,
rehabilitation services, and senior care, as well as a variety of
other ancillary services primarily through three acute care
hospitals, one long-term care hospital, two nursing homes, two
ambulatory surgery centers, and 15 primary care clinics.  The
three acute care hospitals operate 511 of 654 licensed beds.

HealthEast only covenants to provide annual disclosure to
bondholders, which Fitch views negatively.  However, management
has been submitting quarterly financial data to the nationally
recognized municipal securities information repositories.
Disclosure to Fitch has been good with the receipt of timely
quarterly interim statements and annual updates after the
completion of the audit.  However, the quarterly statements do not
include a cash flow statement.

Outstanding debt:

    -- $48,215,000 Washington County Housing and Redevelopment
       Authority, hospital facility revenue bonds (HealthEast
       Project), series 1998;

    -- $27,875,000 City of St. Paul, Minnesota Housing and
       Redevelopment Authority, hospital facility revenue bonds
       (HealthEast Project), series 1997;

    -- $12,305,000 City of Maplewood, Minnesota, health care
       facility revenue bonds (HealthEast Project), series 1996;

    -- $16,378,000 City of South St. Paul, Minnesota Housing and
       Redevelopment Authority, hospital facility revenue
       refunding bonds (HealthEast Project), series 1994;

    -- $95,384,000 City of St. Paul, Minnesota Housing and
       Redevelopment Authority, hospital facility revenue
       crossover refunding bonds (HealthEast Project), series
       1993.


INTERLINE BRANDS: S&P Upgrades Corporate Credit Rating to BB-
-------------------------------------------------------------
Standard & Poor's Ratings Services raised its ratings on Interline
Brands, Inc., and removed them from CreditWatch where they had
been placed with positive implications on June 16, 2004, in
connection with the company's planned initial public offering of
common stock.  The corporate credit rating was raised to 'BB-'
from 'B+'.  The outlook is stable.

"The ratings upgrade reflects our expectations for lower debt
leverage and greater financial flexibility following the recent
completion of Interline's IPO," said Standard & Poor's credit
analyst Lisa Wright.  IPO proceeds of about $188 million are being
used to repay $100 million of debt, pay a dividend to preferred
stockholders, and for fees, expenses, and other general corporate
purposes.  This transaction will reduce pro forma Sept. 30, 2004,
debt leverage to 3.4x.

Interline Brand's ratings reflect its aggressive capital structure
and moderate size, partially offset by good customer, product, and
geographic diversity and a competitive cost position.

Jacksonville, Florida-based Interline is a U.S. distributor of
maintenance, repair, and operations products, with annual revenues
of about $700 million.  The company competes in this highly
fragmented industry with numerous local and regional distributors,
a handful of national players, some of which are significantly
larger and financially stronger than Interline, and with
traditional sales channels that include retail outlets and large
warehouse stores.


JACUZZI BRANDS: S&P Revises Outlook on Low-B Ratings to Positive
----------------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on Jacuzzi
Brands, Inc., to positive from stable, and affirmed its 'B+'
corporate credit and 'B' senior secured debt ratings on the West
Palm Beach, Florida-based company.

"These rating actions reflect the likelihood that cash flow
protection measures will continue to strengthen because of rising
earnings and further modest debt reduction," said Standard &
Poor's credit analyst Lisa Wright.  Higher selling volume in the
domestic spa and whirlpool bath business and manufacturing
efficiencies are contributing to the increased profits.

The ratings on Jacuzzi Brands reflect very competitive industry
conditions (partly due to fragmented markets), the relatively
narrow focus of the company's principal product lines, weak --
albeit strengthening -- operating margins in its bath business,
and an aggressive debt load.  These negatives are tempered by
Jacuzzi's well-established positions in bath and plumbing
products, stable industry outlook, reasonable liquidity, a very
manageable debt maturity schedule, and expected further modest
debt reduction.

Jacuzzi, with fiscal 2004 sales of $1.3 billion, is a global
producer of bath and plumbing products for the residential,
commercial and institutional markets.  Jacuzzi's bath products
include whirlpool baths, shower systems, spas, acrylic tubs,
sinks, and faucets.  The company also makes commercial drains and
valves -- Zurn -- and premium vacuum cleaners -- Rexair.  Jacuzzi
benefits from strong brand names, such as Jacuzzi, Zurn, Eljer,
and Sundance, well-established channels of distribution, and
meaningful geographic diversity of sales.  About 28% of fiscal
2004 sales are derived from products sold outside the U.S.


J. CREW GROUP: S&P Revises Outlook on Low-B Ratings to Positive
---------------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on J. Crew
Group, Inc., and related entities to positive from negative.  At
the same time, all ratings, including the 'B-' corporate credit
rating, were affirmed. J. Crew had total debt outstanding of about
$328 million and mandatorily redeemable preferred stock of about
$246 million at Oct. 30, 2004.

"The outlook revision reflects stronger operating performance in
recent quarters, our expectation that J. Crew will continue to
benefit from its merchandising repositioning initiatives and more
disciplined inventory management, and improved financial
flexibility from the recently announced debt refinancing," said
Standard & Poor's credit analyst Ana Lai.  "The ratings continue
to reflect the company's participation in the intensely
competitive apparel retailing industry and its highly leveraged
balance sheet."

J. Crew went through a period of poor operating performance with
steep declines in sales and profitability due to merchandising
missteps and increases in promotional selling.  New management's
initiatives to improve the quality of the products and to focus on
more disciplined inventory management have contributed to solid
improvements in operating performance in recent quarters.
Comparable-store sales increased 30% in the quarter ended
Oct. 30, 2004, and 16% year to date.  Operating margins improved
due to reduced levels of markdowns and positive sales leverage.
As a result, EBITDA increased to $46 million for the nine months
ended Oct. 30, 2004, from $8 million in the prior-year period.

Despite recent improvement in profitability and a gradual
improvement in credit protection measures, J. Crew's financial
profile remains weak, characterized by very high debt leverage and
thin cash flow protection measures.  As of Oct. 30, 2004, total
debt to EBITDA measured more than 9x (including preferred stock
that is mandatorily redeemable in 2009) and EBITDA coverage of
interest and dividends was less than 1x.  Excluding the preferred
stock, total debt to EBITDA measured about 7x.  The recently
announced debt refinancing is expected to result in meaningful
interest savings and improved financial flexibility due to
extended debt maturities.  Pro forma for the refinancing, EBITDA
cash interest coverage reaches about 1.6x.


KITCHEN ETC: Judge Walsh Approves Amended Disclosure Statement
--------------------------------------------------------------
The Honorable Peter J. Walsh of the U.S. Bankruptcy Court for the
District of Delaware approved the adequacy of the Second Amended
Disclosure Statement explaining the Second Amended Liquidating
Plan of Reorganization filed by Kitchen Etc., Inc. on December 14,
2004.

The Court also approved the form of the Ballots for voting on the
Plan and the proposed Solicitation and Voting Tabulation
Procedures.

The Debtor filed its second Amended Disclosure Statement on
November 11, 2004, and its Second Amended Liquidating Plan of
Reorganization on November 15, 2004.

The Plan provides for the appointment of a Plan Administrator who
will act as the sole representative of the Debtor upon the
Effective Date of the Plan and who will have the authority and
power to make the required distributions under the Plan.

The Plan groups claims and interest into seven classes and
provides these recoveries:

   a) Class 1 unimpaired claims consisting of Other Priority
      Claims will be paid in full on the Effective Date.

   b) Class 2 unimpaired claims consisting of Secured Tax Claims
      will be paid in full over six years with 6% interest.

   c) Class 3 unimpaired claims consisting of Other Secured Claims
      will be paid in full with interest as required under Section
      506(b) of the Bankruptcy Code.  The Debtor estimates Other
      Secured Claims total $108,000.

   d) Class 4 impaired claims consisting of General Unsecured
      Claims total $20.5 million.  General Unsecured Creditors
      are projected to recover 6% to 10% of what they're owed from
      a pool of Available Cash.

   e) Class 5 impaired claims consisting of Allowed Convenience
      Claims (totaling $257,293) receive a 20% cash payment.

   f) Class 6 and Class 7 impaired claims consisting of Preferred
      Stock Equity Interests and Common Stock Equity Interests
      receive no distributions under the Plan except to the
      extent that Available Cash will exceed the amount necessary
      to satisfy creditors' claims in full.

The Plan also provides for the payment of two unclassified groups
claims consisting of:

   a) unimpaired Administrative Expense Claims estimated to total
      $900,000 will be paid in full on the Effective Date; and

   b) unimpaired Priority Tax Claims totaling $50,000 will be paid
      in full as required in Section 1129(a)(9)(c) of the
      Bankruptcy Code.

A full text copy of the Amended Disclosure Statement and Amended
Plan is available for a fee at:

      http://www.researcharchives.com/download?id=040812020022

The Court set January 21, 2005, as the deadline by which all
ballots for acceptance or rejection of the Plan must be completed
and delivered to the Debtor's counsel:

      Adelman Lavine Gold and Levin
      Citizens Bank Center
      919 North Market Street, Suite 70
      Wilmington, Delaware 19801

The Court also set January 21, 2005 as the deadline by which all
objections to the Plan must be filed and served.

The Court will convene a confirmation hearing to consider the
merits of the Plan at 3:30 p.m., on January 31, 2005.

Headquartered in Exeter, New Hampshire, Kitchen Etc., Inc. --
http://www.kitchenetc.com/-- was a multi-channel retailer of
household cooking and dining products. Kitchen Etc. filed for
chapter 11 protection on June 8, 2004 (Bankr. Del. Case No. 04-
11701) and quickly retained DJM Asset Management to dispose of all
17 Kitchen Etc. stores throughout New England, New York, Delaware,
Pennsylvania, Maryland and Virginia. Bradford J. Sandler, Esq.,
at Adelman Lavine Gold and Levin, PC, represents the Debtor in its
restructuring efforts. When the Company filed for protection from
its creditors, it listed $32,276,000 in total assets and
$33,268,000 in total debts.


KMART CORP: FTC Review of Sears Merger to Expire in January
-----------------------------------------------------------
Following informal discussions with the staff at the Federal Trade
Commission, during which the FTC requested additional time, in
light of the holiday season, to complete its review of the merger,
Kmart and Sears voluntarily agreed to withdraw their previously
filed Hart-Scott-Rodino Notification and Report Forms and will
refile them by December 28, 2004, when the 30-day waiting period
will recommence.  Kmart and Sears now expect the FTC review period
to expire in January 2005.

Kmart and Sears have been working cooperatively with the FTC as it
conducts its review of the merger, including voluntarily providing
additional information to the FTC staff in response to their
informal request.  In that regard, the FTC staff recently
requested certain information, which the parties provided, and the
staff has requested more time to review it in light of the holiday
season.  The parties remain confident that the HSR review will be
concluded without causing any delay in the transaction.  The
parties remain committed to continuing to cooperate with the FTC
and expect the transaction to close by early March 2005.

                  About Sears, Roebuck and Co.

Sears, Roebuck and Co., is a broadline retailer providing
merchandise and related services.  With revenues in 2003 of
$41.1 billion, the company offers its wide range of home
merchandise, apparel and automotive products and services through
more than 2,300 Sears-branded and affiliated stores in the U.S.
and Canada, which includes approximately 870 full-line and 1,100
specialty stores in the U.S.  Sears also offers a variety of
merchandise and services through http://sears.com/,
http://landsend.com/,and specialty catalogs.  Sears is the only
retailer where consumers can find each of the Kenmore, Craftsman,
DieHard and Lands' End brands together -- among the most trusted
and preferred brands in the U.S.  The company is the largest
provider of product repair services with more than 14 million
service calls made annually.

Headquartered in Troy, Michigan, Kmart Corporation (n/k/a KMART
Holding Corporation) -- http://www.bluelight.com/-- is the
nation's second largest discount retailer and the third largest
merchandise retailer.  Kmart Corporation currently operates
approximately 2,114 stores, primarily under the Big Kmart or Kmart
Supercenter format, in all 50 United States, Puerto Rico, the U.S.
Virgin Islands and Guam.  The Company filed for chapter 11
protection on January 22, 2002 (Bankr. N.D. Ill. Case No.
02-02474).  Kmart emerged from chapter 11 protection on
May 6, 2003. John Wm. "Jack" Butler, Jr., Esq., at Skadden, Arps,
Slate, Meagher & Flom, LLP, represented the retailer in its
restructuring efforts.  The Company's balance sheet showed
$16,287,000,000 in assets and $10,348,000,000 in debts when it
sought chapter 11 protection.


LAIDLAW INTL: Moody's Reviewing Low-B Ratings & May Upgrade
-----------------------------------------------------------
Moody's Investors Service has placed the long-term debt ratings of
Laidlaw International, Inc., under review for possible upgrade.
The review is prompted by the recent announcement by the company
that it had entered into a definitive agreement to sell both of
its healthcare businesses to Onex Partners LP, an affiliate of
Onex Corporation, for $820 million.  Net proceeds after fees and
assumption of a small amount of debt by the buyer is estimated at
$775 million, with a majority of the proceeds intended to be used
to repay substantial levels of Laidlaw's existing debt.  Moody's
has also assigned a Speculative Grade Liquidity Rating of SGL-2 to
Laidlaw International, Inc.  As part of the rating action, Moody's
has reassigned to Laidlaw International, Inc., certain ratings,
including the senior implied and senior unsecured issuer ratings,
originally assigned at Laidlaw, Inc., in order to reflect more
appropriately the company's current organizational structure.

Moody's views the sale of Laidlaw's AMR and EmCare business units
as generally favorable to the company's credit profile.  The
company stated in its December 6, 2004, announcement that it
intends to use a substantial portion of the proceeds to retire
about $579 million of its Term B senior secured facility.  This
would represent debt reduction of approximately one-half of the
company's total debt outstanding, against the disposal of business
units that provided less than 20% of the company's FY 2004 EBITDA,
combined.  Moody's believes it is likely that the reduction in
debt along with a corresponding savings in interest expense
related to the Term B loan will outweigh the foregone earnings and
cash flows associated with the sold entities in relation to credit
fundamentals.  Moreover, Moody's believes that the sale of the
healthcare divisions allows Laidlaw to focus on its core
transportation businesses, particularly Educational Services and
Greyhound, while removing a degree of risk and operating
difficulty that has been associated with the healthcare divisions,
but not inherent in Laidlaw's core businesses.

The review will focus on the timing and terms of the actual sale
transaction, the extent to which proceeds will actually be applied
to debt repayment, and the ability of the company to adequately
amend its existing senior secured credit facilities to reflect a
company with a smaller earnings, cash flow, and asset base.
Moody's will also assess the expected financial performance of the
company's continued operations, which will now be dominated by
results from the Laidlaw's core Educational Services and Greyhound
business units.

The ratings under review for upgrade include:

   * $200 million senior secured revolving credit facility due
     2008 of Ba3,

   * $594 million senior secured term loan B due 2009 of Ba3,

   * $400 million senior notes due 2011 of B2

   * Senior implied rating of B1, and

   * Issuer rating of B2.

In another rating action, Moody's has assigned a Speculative Grade
Liquidity rating of SGL-2 to the company, reflecting the company's
good liquidity position with respect to cash and available credit
facilities, and adequate cash flow generation in the near term
that should allow the company to cover fixed cost requirement over
the next 12 months with only minimal, if any, reliance on its
revolving credit facility to meet short-term working capital needs
during this period.

As of August 2004, Laidlaw had a cash balance of $158 million,
which has grown from about $100 million as of the prior year.  The
company also reported availability of about $91 million under its
$200 million revolving credit facility, resulting in total
liquidity of about $249 million.  Moody's believes that this
provides adequate access to cash in the event of substantial,
unexpectedly large working capital or capital expenditure
requirements over the near term.

Laidlaw has been generating substantial free cash flow recently on
modestly improving operating results.  Revenue for FY 2004 (ending
August), at about $4.6 billion, had grown by about 3% from FY 2003
levels, while EBITDA improved about 10% to about $505 million.
The company generated free cash flow of about $178 million in
FY 2004, representing about 15% of total debt.  Although the
company has significant capital expenditure requirements
associated with on-going fleet renewal (over $200 million of CAPEX
in FY 2004, and almost $300 million spent in 2003), Moody's
expects Laidlaw to continue to be free cash flow positive through
the near term, reducing the company's reliance on its revolving
credit facility for operating or working capital purposes, outside
of limited short-term drawings necessitated by the seasonality of
the school bus and travel sectors.

Moodys' notes that Laidlaw currently operates with adequate room
under covenant levels specified in the terms of its current senior
secured credit facilities to withstand moderate unexpected
setbacks in operating results over the near term.  The covenant
levels that appear to be most restrictive involve leverage ratios,
both total and senior secured leverage, whereby Moody's estimates
Laidlaw to have about a 15-20% cushion between actual operating
results and maximum allowable levels.

The rating agency notes that the proposed AMR and EmCare sales
demonstrate the ability of the company to raise funds and de-lever
the company through strategic sale of individual business units.
However, Moody's notes that, once completed, this reduces the
company's remaining strategic sale options, leaving the company
with only its Greyhound business unit and, on a much smaller
level, Public Transit unit as candidates for sale in the event the
company is required to raise cash.  Although Greyhound's size and
operating results suggest substantial potential proceeds from
disposal, Moody's does not believe that such a sale would likely
be executed in the near future.

Laidlaw, Inc., headquartered in Naperville, Illinois, is the
leading private provider of school bus services in the US and
Canada and para-transit services in the US.  The company maintains
a fleet of 40,000 vehicles for use in this service, with contracts
in 38 states and six provinces of Canada.  The company also
provides services for the health care industry by way of ambulance
transport and mobile healthcare through its American Medical
Response subsidiary, and hospital emergency department staffing
and management services through its EmCare subsidiary.  In
addition, the company is the 100% owner of Greyhound, Inc., North
America's leading provider of inter-city passenger bus services.
However, Greyhound US, which represents the majority of this
operation, is self-financed, and provides no guarantee or
collateral support to the debt rated by Moody's.


LAIDLAW INT'L: To Hold Annual Shareholders' Meeting on Feb. 8
-------------------------------------------------------------
Laidlaw International, Inc. (NYSE:LI) announced that it will hold
its 2005 Annual Meeting of Shareholders on Tuesday, February 8,
2005.  The meeting, which is scheduled for 2:00 pm central
standard time, will be held at the Oak Brook Hills Resort, 3500
Midwest Road, Oak Brook, Illinois.

Shareholders who hold shares of Laidlaw International as of
December 16, 2004, will receive notice of the meeting and will be
eligible to vote.

Headquartered in Arlington, Texas, Laidlaw, Inc., now known as
Laidlaw International, Inc., -- http://www.laidlaw.com/-- is
North America's #1 bus operator. Laidlaw's school buses transport
more than 2 million students daily, and its Transit and Tour
Services division provides daily city transportation through more
than 200 contracts in the US and Canada. Laidlaw filed for
chapter 11 protection on June 28, 2001 (Bankr. W.D.N.Y. Case No.
01-14099). Garry M. Graber, Esq., at Hodgson Russ LLP, represents
the Debtors. Laidlaw International emerged from bankruptcy on
June 23, 2003.  (Laidlaw Bankruptcy News, Issue No. 54; Bankruptcy
Creditors' Service, Inc., 215/945-7000)


LORAL SPACE: Plan Solicitation Period Extended to Jan. 11
---------------------------------------------------------
Loral Space & Communications, Ltd., and its debtor-affiliates
obtained a bridge order from the U.S. Bankruptcy Court for the
Southern District of New York extending the time to solicit
acceptances of their proposed plan of reorganization through
Jan. 11, 2005.

                        About the Plan

The Plan provides, among other things, that:

    * Loral's two businesses, Space Systems/Loral and Loral
      Skynet, will emerge intact as separate subsidiaries of
      reorganized Loral (New Loral).

    * Space Systems/Loral, the satellite design and manufacturing
      business, will emerge debt-free.

    * The common stock of New Loral will be owned by Loral
      bondholders, Loral Orion bondholders and certain other
      unsecured creditors, as follows:

    * Loral bondholders and certain other unsecured creditors
      will receive approximately 19.4% of the common stock of
      New Loral.

    * Loral Orion unsecured creditors, including Loral Orion
      bondholders, will receive approximately 79% of
      New Loral's common stock plus $200 million in new senior
      secured notes to be issued by reorganized Loral Skynet.
      These creditors also will be offered the right to
      subscribe to purchase their pro-rata share of an
      additional $30 million in new senior secured notes to be
      issued by reorganized Loral Skynet.  This rights offering
      will be backstopped by certain creditors who will receive
      a fee payable in the notes.

    * All other general unsecured creditors will have an option
      to elect to receive their pro rata share of approximately
      1.6% of New Loral common stock or their pro rata
      share of $30 million in cash, subject to adjustment for
      over-subscription or under-subscription.

    * Existing common and preferred stock will be cancelled and no
      distribution will be made to current shareholders.

    * New Loral will emerge as a public company and will seek
      listing on a major stock exchange.

The Disclosure Statement explaining the Plan estimates New Loral's
enterprise value at $650 million to $800 million.

                         About the Company

Loral Space & Communications is a satellite communications
company.  It owns and operates a fleet of telecommunications
satellites used to broadcast video entertainment programming,
distribute broadband data, and provide access to Internet services
and other value-added communications services.  Loral also is a
world-class leader in the design and manufacture of satellites and
satellite systems for commercial and government applications
including direct- to-home television, broadband communications,
wireless telephony, weather monitoring and air traffic management.

The Company and various affiliates filed for chapter 11 protection
(Bankr. S.D.N.Y. Case No. 03-41710) on July 15, 2003. Stephen
Karotkin, Esq., and Lori R. Fife, Esq., at Weil, Gotshal & Manges
LLP, represent the Debtors in their restructuring efforts.  When
the company filed for bankruptcy, it listed total assets of
$2,654,000,000 and total debts of $3,061,000,000.


MANUEL'S I-10 AUTO: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: Manuel's I-10 Auto & Truck Stop, Inc.
        PO Box 470
        Crowley, Louisiana 70527

Bankruptcy Case No.: 04-53058

Type of Business: The Company operates a truck stop.

Chapter 11 Petition Date: December 17, 2004

Court: Western District of Louisiana (Opelousas)

Judge: Chief Judge Gerald H. Schiff

Debtor's Counsel: H. Kent Aguillard, Esq.
                  Young, Hoychick & Aguillard
                  141 South 6th Street
                  PO Box 391
                  Eunice, Louisiana 70535
                  Tel: (337) 457-9331

Estimated Assets: $500,000 to $1 Million

Estimated Debts:  $1 Million to $10 Million

Debtor's 20 Largest Unsecured Creditors:

    Entity                       Nature of Claim    Claim Amount
    ------                       ---------------    ------------
GL Manuel Oil Company            Open account         $1,023,124
PO Box 470
Crowley, Louisiana 70527

Video Poker Distributor          Open account            $35,698
5937 Jones Creek Road, Suite B
Baton Rouge, Louisiana 70817

H & H Metal Contractor           Open account            $28,910
2506 Wilder Road
Crowley, Louisiana 70526

LWCC                                                     $23,631
PO Box 260237
Baton Rouge, Louisiana 70826

Southern Security                Open account            $17,100

Lamar                            Open account            $15,762

Conoco Food Services             Open account            $13,222

Power Service Products           Open account             $9,623

Broussard Poche Lewis & Breaux   Open account             $9,493

Stuckey's Distribution           Open account             $7,558

Lottery                                                   $7,300

Advance Stratagies               Open account             $5,000

Slemco                           Open account             $4,641

The Lamar Companies              Open account             $4,000

Barjan Products                  Open account             $3,669

Conco Food Distributors          Open account             $3,429

Petrey Wholesale                 Open account             $2,311

A-1 Service, Inc.                Open account             $2,198

Partner Points                   Open account             $1,513

Continental Fuel System          Open account             $1,500


MENLO WORLDWIDE: S&P Upgrades Ratings from BB+ to AAA
-----------------------------------------------------
Standard & Poor's Ratings Services raised its ratings on Menlo
Worldwide Forwarding, Inc., to 'AAA' from 'BB+' and removed the
ratings from CreditWatch where they were placed Oct. 6, 2004.  The
outlook is now stable.  The rating action follows the acquisition
by United Parcel Service, Inc., (UPS) (AAA/Stable/A-1+) of Menlo
Worldwide Forwarding from CNF Inc. (BBB-/Stable/--).  The ratings
on UPS were affirmed.

"The addition of Menlo Worldwide Forwarding, a provider of
domestic and international freight forwarding, should bolster UPS'
supply chain solutions business by allowing UPS to offer
guaranteed heavy air freight services to its customers," said
Standard & Poor's credit analyst Lisa Jenkins.  "UPS' focus on
improving yields, cutting costs, and making more efficient use of
capital should help the company maintain its very strong
competitive position and financial profile."

Menlo Worldwide Forwarding, which generated $1.9 billion in gross
revenues in 2003, has a successful international business and a
domestic heavy airfreight business that has been restructured to
reduce losses.  UPS expects the deal to be slightly accretive to
earnings in 2005.

UPS, based in Atlanta, Georgia, is the leading provider of ground
package delivery in the U.S.  It is also a significant competitor
in domestic air express package delivery, international package
delivery, and logistics services.  In addition, UPS provides
selected financial services to its customers through UPS Capital.
Domestic package operations accounted for about 75% of revenues
and operating profit in 2003.  While UPS' market position varies
by segment, it generally ranges from dominant to solid.

For the first nine months of 2004, UPS reported an 8.9% increase
in revenues and a 20.8% increase in net income versus the
comparable period of 2003.  The company has provided guidance
indicating that earnings will likely increase by a similar
percentage for the fourth quarter of 2004 versus the fourth
quarter of 2003.  The company expects earnings-per-share growth in
the 13%-17% range in 2005.


MERISEL INC: Nasdaq Denies Company's Appeal & Delists Common Stock
------------------------------------------------------------------
Merisel, Inc., (Stock Symbol: MSEL) received a notice from the
staff of the Nasdaq Stock Market that the Nasdaq Listing
Qualifications Panel has denied the Company's appeal of the
Staff's October 1, 2004, decision to delist the common stock of
the Company.  Accordingly, the Company's common stock was delisted
effective with the open of business on December 22, 2004.

Historically, Merisel was a Fortune 500 distributor of computer
hardware and software throughout the world. Following a period of
rapid growth, the Company from 1996 through 2000, elected to sell
or wind down all of its businesses except a software licensing
business. In August 2004, Merisel divested its software license
distribution business to focus on its acquisition strategy.

Today, Merisel is an acquisition company actively seeking and
pursuing leveraged transactions that will enhance shareholder
value. The Company's acquisition capability combines the benefits
of having a seasoned M&A team traditionally found with financial
partners with the operational expertise and long-term perspective
of a strategic partner. Additionally, as a public company, Merisel
provides access to public markets and liquidity for its
shareholders.


MERISEL INC: Deloitte & Touche Resigns as Auditors
--------------------------------------------------
On December 15, 2004, Deloitte & Touche LLP orally informed the
chair of the Company's Audit Committee that it was resigning
effective immediately.  On December 16, 2004, Deloitte sent the
Company a letter dated the 15th confirming Deloitte's resignation
effective on December 15, 2004.

Deloitte informed the Company of these reasons for its
resignation:

   (1) since the Company's sale of various assets and liabilities
       to D&H Services LLC in August 2004, the Company has had no
       on-going operations or revenues, other than interest income
       -- although it continues to pursue opportunities to acquire
       a new operating business.

   (2) Deloitte has expressed concern regarding the Company's
       investigation of the alleged fraud by the Company's former
       President and CEO, Timothy Jenson, in connection with the
       D&H Services transaction.  In particular, Deloitte had
       asked that the Company investigate whether Mr. Jenson had
       access to the Company's financial reporting system and ask
       that the Company investigate other transactions in which
       Mr. Jenson may have been involved.  The Company had
       informed Deloitte that it would investigate these issues,
       but that due to a preplanned move of the Company's offices,
       the Company's computer system would be unavailable for the
       investigation until December 17, 2004.  The move was
       completed on December 17, 2004, and the Company's computer
       systems were once again operational as of Dec. 21, 2004.
       The Company intends to complete the investigation requested
       by Deloitte.

   (3) Deloitte advised the Company on December 15, 2004, that it
       was unwilling to rely upon the representations of the
       Company's current CEO.  This decision was based on a
       judgment issued on January 27, 2003 in SEC v. Dunlap, et
       al, U.S.D.C. S.D. Fla., Case No. 01-8437-Civ., which set
       forth the terms of a civil settlement between the Company's
       current CEO and the SEC relating to the current CEO's
       employment in the mid-1990s at Sunbeam Corporation.  Prior
       to hiring the current CEO, however, the Board of Directors
       of the Company carefully reviewed the Settlement Order and
       related materials and determined that the current CEO did
       not admit liability in the Settlement Order and that the
       terms of the Settlement Order did not present a legal
       obstacle to hiring the current CEO.  The Board of Directors
       further determined that the Company's current CEO was
       otherwise fit for office.

The Company's Audit Committee and Board of Directors have
discussed these matters with Deloitte.  The Company has not yet
retained a successor accountant, but will actively search for a
new auditor.  The Company has authorized Deloitte to respond fully
to any inquiries of the successor accountant, once retained,
regarding these matters.

Since the consummation of the sale to D&H Services, LLC, the
Company has had no on-going operations or revenues, other than
interest income.  As of September 30, 2004, the Company's
principal assets consisted of cash and cash equivalents in the
approximate amount of $48 million.

Historically, Merisel was a Fortune 500 distributor of computer
hardware and software throughout the world. Following a period of
rapid growth, the Company from 1996 through 2000, elected to sell
or wind down all of its businesses except a software licensing
business. In August 2004, Merisel divested its software license
distribution business to focus on its acquisition strategy.

Today, Merisel is an acquisition company actively seeking and
pursuing leveraged transactions that will enhance shareholder
value. The Company's acquisition capability combines the benefits
of having a seasoned M&A team traditionally found with financial
partners with the operational expertise and long-term perspective
of a strategic partner. Additionally, as a public company, Merisel
provides access to public markets and liquidity for its
shareholders.


MET-COIL SYSTEMS: Wants Court to Formally Close Ch. 11 Proceeding
-----------------------------------------------------------------
Met-Coil Systems, LLC, fka Met-Coil Systems Corporation asks the
U.S. Bankruptcy Court for the District of Delaware to formally
close its chapter 11 case pursuant to Section 350(a) of the
Bankruptcy Code.

The Debtor reports to the Court that its estate has been fully
administered and its trustee discharged.

Courts typically consider six factors before issuing a final
decree in a bankruptcy case:

     a) whether the order confirming the plan has become final;

     b) whether deposits required by the plan have been
        distributed;

     c) whether the property proposed by the plan to be
        transferred has been transferred;

     d) whether the debtor or the successor of the debtor under
        the plan has assumed the business or management of the
        property under the plan;

     e) whether payments under the plan have commenced; and

     f) whether all motions, contested matters and adversary
        proceedings have been finally resolved.

According to Met-Coil, it has satisfied these six factors and
urges the Court to close its bankruptcy case.

Headquartered in Westfield, Massachusetts, Met-Coil Systems
Corporation manufactures coil sheet metal processing equipment and
integrated systems for producing blanks from sheet metal coils.
The Company filed for chapter 11 protection on August 26, 2003
(Bankr. Del. Case No. 03-12676).  James C. Carignan, Esq., and
Jason W. Harbour, Esq., at Morris Nichols Arsht & Tunnell
represent the Debtor in its restructuring efforts.  When the
Company filed for protection from its creditors, it listed more
than $10 million in assets and more than $50 million in debts.
Met-Coil's Plan was declared effective on October 19, 2004.


MILLENNIUM CHEMICALS: Fitch Issues Low-B Ratings on Debt
--------------------------------------------------------
Fitch Ratings has initiated rating coverage on Millennium
Chemicals Inc.'s through this rating:

     -- Convertible senior unsecured debentures 'B+'.

Fitch has also assigned initial ratings to Millennium America
Inc.:

     -- Senior unsecured notes 'B+';
     -- Senior secured credit facility 'BB-'.

Millennium America Inc. is an indirect wholly-owned subsidiary of
Millennium.  The Rating Outlook is Stable.

The ratings are supported by Millennium's business portfolio,
market positions in North America and Europe, 29.5% equity
interest in Equistar Chemicals LP), and earnings leverage during
the peak of the chemical cycle.  The ratings also consider the
volatility in operating earnings through the chemical cycle,
cyclical nature of its commodity products and Lyondell Chemical
Company's ownership of the company.  Concerns include the
potential for softening in demand with rapidly increasing raw
material and product prices, and temporary margin pressure as the
company realizes price increases for its products.  Currently
Millennium can not declare dividends to Lyondell due to certain
restrictions in its existing bond indentures.  Fitch expects
Millennium will be able to declare dividends to Lyondell in 2006
as a result of improvement in net earnings and increased
distributions from Equistar over the next 18-to-24 months.

The Stable Rating Outlook reflects the modest improvement in
Millennium's acetyls and specialty chemicals businesses and
strengthening of supply demand fundamentals for titanium dioxide.
Fitch expects average selling prices to trend higher if demand
remains steady and operating rates continue to increase.  Slight
margin expansion has occurred in 2004 and in general, is expected
to continue as market fundamentals strengthen.  Fitch remains
moderately concerned about the sustainability of the recovery with
increasing energy costs and the overall effect of high
petrochemical prices on demand.

As of Sept. 30, 2004, Millennium's balance sheet debt totaled $1.4
billion.  The company had a total debt-to-EBITDA of 7.1 times and
total adjusted debt-to-EBITDAR, incorporating gross rent, of 7.2x
for the latest 12-months ending Sept. 30, 2004.  EBITDAR to
interest incurred plus rental expense was 1.7x for the same
period.  Balance sheet debt consists of $1.225 billion in senior
unsecured notes and debentures, $150 million in convertible senior
unsecured debentures, $26 million in other long-term debt and $6
million in current maturities.  Millennium had sufficient
liquidity at the end of the third quarter with $313 million in
cash and $124 million available under its undrawn senior secured
credit facility.  The next significant maturity of long-term debt
is in 2006 when the $500 million, 7% senior unsecured notes
mature.

Millennium Chemicals, Inc., a wholly-owned subsidiary of Lyondell
Chemical Company, is a multinational producer of commodity
chemicals including TiO2 and related products, acetic acid, vinyl
acetate monomer -- VAM -- and certain specialty chemicals.
Millennium also owns approximately 29.5% of Equistar, which
produces ethylene, polyethylene and certain co-products such as
propylene and benzene.  For the latest 12-months ending Sept. 30,
2004, the company had $1.86 billion in net sales and $198 million
in EBITDA, as well as $30 million in JV dividends from Equistar.

Millennium is the second largest global producer of TiO2 and the
largest producer of titanium tetrachloride in North America and
Europe.  In addition, the company is the second largest producer
of VAM and acetic acid in North America.  In 2003:

     * United States accounted for 51% of sales,
     * UK accounted for 23%,
     * Asia/Pacific accounted for 11%,
     * Europe (excluding UK) and
     * rest of the world accounted for 15% before inter-area
       eliminations.

TiO2 and related products are used in paint and coatings,
plastics, paper, elastomers and certain other applications.  Vinyl
acetate monomer in used to produce a variety of polymers used in
adhesives, water-based paint, textile coatings and paper coatings.

The ratings were initiated by Fitch as a service to users of its
ratings and are based on public information.


MKP CBO: Moody's Junks Class C-1 & Class C-2 3rd Priority Notes
---------------------------------------------------------------
Moody's Investors Service had taken rating action on two classes
of notes issued by MKP CBO II, Ltd.  Moody's confirmed the A3
rating of the Issuer's U.S. $18,000,000 Class B Second Priority
Floating Rate Term Notes, Due 2036.  Moody's also lowered to Caa2
(from B1 on Watch for possible downgrade) the rating of the U.S.
$12,500,000 Class C-1 Third Priority Floating Rate Term Notes, Due
2036 and U.S. $12,500,000 Class C-2 Third Priority Fixed Rate Term
Notes, Due 2036.  Moody's noted that this transaction closed on
December 20, 2001.

According to Moody's, its rating action results primarily from
continuing deterioration in the weighted average rating factor and
overcollateralization ratios of the collateral pool.  Moody's
noted that, despite the partial paydown of the senior notes on the
most recent payment date, the Class C overcollateralization ratio
remains out of compliance.

Issuer: MKP CBO II, Ltd.

Rating Action: Rating Confirmation

Class Description: U.S. $18,000,000 Class B Second Priority
                   Floating Rate Term Notes, Due 2036

Prior Rating:      A3 (on Watch for downgrade)
Current Rating:    A3

Rating Action: Downgrade

Class Description: U.S. $12,500,000 Class C-1 Third Priority
                   Floating Rate Term Notes, Due 2036

                   U.S. $12,500,000 Class C-2 Third Priority Fixed
                   Rate Term Notes, Due 2036

Prior Rating:      B1 (on Watch for downgrade)
Current Rating:    Caa2


MORGAN STANLEY: Fitch Issues Low-B Ratings on Six Mortgage Certs.
-----------------------------------------------------------------
Fitch Ratings affirms Morgan Stanley Dean Witter Capital I Trust
commercial mortgage pass-through certificates, series 2001-TOP1:

     -- $22 million class A-1 at 'AAA';
     -- $160.5 million class A-2 at 'AAA';
     -- $138.5 million class A-3 at 'AAA';
     -- $576 million class A-4 at 'AAA';
     -- Interest Only (IO) class X-1 at 'AAA';
     -- IO class X-2 at 'AAA';
     -- $34.7 million class B at 'AA';
     -- $31.8 million class C at 'A';
     -- $11.6 million class D at 'A-';
     -- $27.5 million class E at 'BBB';
     -- $10.1 million class F at 'BBB-'
     -- $18.8 million class G at 'BB+';
     -- $8.7 million class H at 'BB';
     -- $5.8 million class J at 'BB-';
     -- $5.8 million class K at 'B+';
     -- $6.6 million class L at 'B',
     -- $3.1 million class M at 'B-'.

Fitch does not rate the $8.2 million class N.

The affirmations are due to the consistent performance of the
pool.  As of the December 2004 distribution date, the
transaction's aggregate principal balance decreased 8.1% since
issuance.  As of year-end 2003 the weighted average debt service
coverage ratio -- DSCR -- for the transaction was 1.79 times
compared to 1.60x at issuance.

Currently, four loans (2.7% of the pool) are in special servicing.
The largest specially serviced loan, Highland Station Apartments
(1.1%) is secured by a multifamily property in Marietta, Georgia.
Revenue decreased 26% due to the softening of the market.  As of
October 2004 occupancy was 78%.  The special servicer GMAC
Commercial Mortgage Corp. completed the foreclosure action on July
6, 2004 and the property has been listed for sale.  Expected
losses are anticipated to be less than the $4.9 million appraisal
reduction.  Overall, losses are anticipated on three of the four
specially serviced loans.  Class N is sufficient to absorb
potential losses.

Fitch reviewed as part of its analysis, the six credit assessed
loans (19.2% of the pool).  The DSCR for each loan is calculated
using servicer provided net operating income less required
reserves divided by debt service payments based on the current
balance using a Fitch stressed refinance constant.  Four of the
six loans have maintained investment grade credit assessments.

Santa Monica Place (7.5%) is secured by 277,171 square feet -- sf
-- of in-line space in a 560,000 sf regional mall located in Santa
Monica, California.  The mall is anchored by Macy's and Robinson-
May.  The loan is further secured by the ground leased fee
interest in the Robinson-May space.  As of YE 2003 the Fitch
adjusted net cash flow -- NCF -- decreased approximately 18% since
issuance.  The decrease is due to the decline in occupancy as of
August 2004 to 68% compared to 74% as of December 2003 and 95.2%
at issuance.  The DSCR as of YE 2003 was 1.15x, compared to 1.33x
at issuance.

The enclosed mall suffers from reduced foot traffic, which is in
contrast to the 3rd Street Promenade, an outdoor shopping area to
which the mall is adjacent.  Due to the continued declines in
property performance, the credit assessment for this loan is
considered below investment grade.

Richfield Apartment Portfolio (3.2%) is secured by five cross-
collateralized, cross-defaulted mortgage loans encumbering five
multifamily complexes with 2,732 units located in Dallas, Texas.
As of YE 2003, the adjusted NCF declined 18.1% since issuance and
14.2% since YE 2002.  The declines are due to the drop in the
portfolio occupancy and a 22.1% increase in expenses since
issuance.  As of January 2004 the weighted average portfolio
occupancy dropped to 86.9% compared to 92.7% as of December 2002
and 97% at issuance.  The increase in expenses is attributed to a
significant increase in insurance, utilities and repairs and
maintenance.  The YE 2003 DSCR was 1.41x compared to 1.59x at
issuance.  Due to the continued declines in occupancy and NCF, the
credit assessment is lowered, but remains investment grade.

Three of the four remaining credit assessed loans, maintain
investment grade credit assessments.  Federal Express (4%),
Wisconsin Trade Center (1.3%) and Shoreline Investment V (2.2%)
have performed at or better than issuance with a YE 2003 weighted
average DSCR of 2.15x compared to 1.94x at issuance.  Shoreline
Investments I (0.7%) is currently in special servicing and remains
below investment grade.


MRH ENTERPRISES: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: MRH Enterprises Inc.
        430 North Vineyard #303
        Ontario, California 91764

Bankruptcy Case No.: 04-23554

Type of Business: The Debtor operates a restaurant.

Chapter 11 Petition Date: December 20, 2004

Court: Central District of California (Riverside)

Judge: David N. Naugle

Debtor's Counsel: Carl F. Agren, Esq.
                  2600 Michelson Dr. Suite 850
                  Irvine, CA 92612
                  Tel: 949-752-8999

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

Debtor's 20 Largest Unsecured Creditors:

Entity                                 Claim Amount
------                                 ------------
GE Franchise Finances                      $491,044
P.O. Box 849105
Dallas, TX 75824-9105

Wells Fargo                                $357,731
P.O. Box 24942
Phoenix, AZ 85038

Internal Revenue Service                   $150,000
Ogden, UT 84201

State Board of Equalization                $131,000

State of California                         $84,000
Employment Development Department

Wells Fargo                                 $50,925

Southern California Edison                  $20,410

A&A Food Service Company                    $18,781

Wells Fargo                                 $16,044

Alcone Marketing Group                      $12,951

Chem Mark                                    $6,746

D&D Wholesale Dist., Inc.                    $5,174

City of Banning                              $3,370

Verizon                                      $2,785

Old Country Bakery                           $2,615

Standard Register Company                    $1,709

Pride Companies                              $1,659

G&R Refrigeration                              $952

Young Electric Sign Company                    $733

West Life Supply Co., Inc.                     $676


NEXTWAVE TELECOM: Modifies Plan & Disclosure Statement
------------------------------------------------------
NextWave Telecom Inc. filed certain modifications to the Third
Joint Plan of Reorganization and Disclosure Statement previously
submitted to the Bankruptcy Court on Dec. 6, 2004.  The primary
effect of the modifications is to enhance the potential cash
distributions available under the Plan.  The modifications also
reflect certain technical corrections and updates to the original
filing, and the inclusion of summary financial projections for
NextWave Wireless LLC, the reorganized entity that would emerge
from Chapter 11 upon Plan confirmation and effectiveness.

"Wednesday's filing reflects efforts to optimize the elements of
the Plan based on ongoing review and analysis," said NextWave
Senior Vice President Michael Wack.  "The material aspects of the
filing improve the cash distributions available under the Plan,
while preserving the ability to meet the projected funding and
capital requirements of the reorganized company."

Copies of the filing may be downloaded from the Company's web site
at http://www.nextwavetel.com/

Headquartered in Hawthorne, New York, NextWave Telecom, Inc. --
http://www.nextwavetel.com/-- was organized in 1995 to provide
high-speed wireless Internet access and voice communications
services to consumer and business markets on a nationwide basis.
NextWave is currently constructing a third-generation CDMA2000 1X
network in all of its 95 PCS markets whose geographic scope covers
more than 168 million POPs coast to coast, including all top 10
U.S. markets, 28 of the top 30 markets, and 40 of the top 50
markets.  NextWave's "carriers' carrier" strategy allows existing
carriers and new service providers to market NextWave's network
services through innovative airtime arrangements.  The company
filed for chapter 11 protection (Bankr. S.D.N.Y. Case No. 98-
23303) on December 23, 1998.  Deborah Lynn Schrier-Rape, Esq. of
Andrews & Kurth, LLP represents the Debtor.


NORTH AMERICAN: Cordes & Company Approved as Accountants
--------------------------------------------------------
The U.S. Bankruptcy Court for the District of North Dakota gave
North American Bison Cooperative and its debtor-affiliates
permission to employ Cordes & Company as their accountants and
financial advisors.

Cordes & Company will:

   a) advise the Debtors on the financial aspects of formulating a
      plan of reorganization including analysis of historical
      results, preparation of pro-forma financial statements,
      valuations and other related financial aspects for a
      proposed plan;

   b) advise and assist the Debtors in their review, analysis and
      negotiation of any proposed post-petition financings,
      reorganizations, and other issues associated with the
      settlement the Debtors' creditors claims; and

   c) provide the Debtors with all other accounting and financial
      related services which they will require in their chapter 11
      cases.

Edward B. Cordes, a C.P.A. and Principal at Cordes & Company, is
the lead professional for the Debtors. Mr. Cordes will bill the
Debtors at $245 per hour.

Mr. Cordes reports his Firm's professionals bill:

         Designation            Hourly Rate
         -----------            -----------
         Accountants               $185
         Paraprofessional            60

Cordes & Company assures the Court that it does not represent any
interest adverse to the Debtors or their estates.

Headquartered in New Rockford, North Dakota, North American Bison
Cooperative -- http://www.newwestfoods.com/-- is a cooperative
with approximately 330 rancher members, and it processes and
markets bison meat. The Company filed for chapter 11 protection
on November 1, 2004 (Bankr. D. N.D. Case No. 04-31915).  Steven J.
Heim, Esq., at Dorsey & Whitney represent the Debtors in their
restructuring efforts. When the Company filed for protection from
its creditors, it listed $8,541,385 in total assets and
$24,480,905 in total liabilities.


NORTH AMERICAN: Gets Final Okay to Use Lender's Cash Collateral
---------------------------------------------------------------
The U.S. Bankruptcy Court for the District of North Dakota gave
North American Bison Cooperative and its debtor-affiliates
permission, on a permanent basis, to use cash collateral securing
repayment of prepetition obligations to their primary lender,
Security State Bank of North Dakota.

The Debtors need access to the cash collateral to preserve the
value of their business enterprises, prevent harm to their estates
during the course of their chapter 11 cases, and to continue to
operate their businesses in as normal a fashion as possible.

The Debtors owe Security State approximately $4 million, including
accrued interest, fees, costs and other charges, under a
prepetition Loan Agreement dated February 17, 2000.  State
Security's loan is secured by a security interest in all of the
Debtors' equipment, machinery, inventory, raw materials, accounts
receivable, contract rights and general intangibles.

The Debtors' promise to adhere to a Monthly Budget projecting:

                         For the Month Ending

                     Jan. 5      Feb. 5      Mar. 5      Apr. 5
                     ------      ------      ------      ------
Total Cost of
Goods Sold          811,446      839,665  1,259,224     803,943

Gross Profit        150,446      205,177    286,447     167,209

Total Operating
Expenses            286,208      302,441    328,365     276,886

EBIDTA             (135,762)     (97,264)   (41,918)   (109,677)

Total Income
& Expenses          (37,010)     (37,022)   (38,034)    (38,946)

Net Income
  (Loss)           (217,772)    (179,286)   (82,202)   (193,623)
_________________________________________________________________

                      May 5       June 5     July 5
                      -----       ------     ------
Total Cost of
Goods Sold        1,170,736      941,250  1,314,101

Gross Profit        336,647      229,495    430,214

Total Operating
Expenses            288,262      319,157    306,770

EBIDTA              (48,385)      89,662    123,444

Total Income
& Expenses          (38,852)      38,759     38,547

Net Income
  (Loss)            (45,467)     128,421     84,897

To adequately protect State Security's interest, the Debtors have
agreed to grant State Security a Replacement Lien in an amount
equal to the Debtors' actual use of the cash collateral and any
diminution in the value of State's interest in the prepetition
collateral subsequent to the Petition Date.

Headquartered in New Rockford, North Dakota, North American Bison
Cooperative -- http://www.newwestfoods.com/-- is a cooperative
with approximately 330 rancher members, and it processes and
markets bison meat. The Company filed for chapter 11 protection
on November 1, 2004 (Bankr. D. N.D. Case No. 04-31915).  Steven J.
Heim, Esq., at Dorsey & Whitney represent the Debtors in their
restructuring efforts. When the Company filed for protection from
its creditors, it listed $8,541,385 in total assets and
$24,480,905 in total liabilities.


OWENS CORNING: Wants to Set Up Protocol for Asbestos PD Claims
--------------------------------------------------------------
Owens Corning and its debtor-affiliates seek the entry of a case
management order to establish deadlines and set forth the steps
the parties will follow to liquidate the remaining property damage
claims.

J. Kate Stickles, Esq., at Saul Ewing, in Wilmington, Delaware,
relates that the Proposed CMO would establish procedures that
would automatically be implemented beginning in February 2005.
The Debtors' objections to asbestos property damage claims, which
were filed prior to December 3, 2005, and which have not yet been
resolved, will be resolved in accordance with the Proposed CMO.

On or before February 1, 2005, the Debtors will file any
additional substantive objections to asbestos property damage
claims.  Responses to the objections will be due on
April 29, 2005.  The Court-appointed mediator for the property
damage claims will report to the U.S. District Court for the
District of Delaware on the status of mediation by the
February 28, 2005, omnibus hearing.

Consistent with the March 31, 2003 Court Order, asbestos property
damage claims against the Debtors are limited to those buildings
or discrete locations for which claimants provided the Debtors
with at least a name and address.

Furthermore, the proposed CMO will include these terms:

A. New Product Identification Data

    (a) By no later than February 15, 2005, each PD Claimant must
        submit:

        * a statement that the PD Claimant intends to conduct
          testing to determine the product identification of
          suspected asbestos containing products at Claim Sites,
          and the Claim Sites at which it intends to do so;

        * the name, address and telephone number of the party that
          will conduct the testing;

        * the type of testing that the PD Claimant intends to
          perform, and the method for analyzing and reporting the
          results of the testing; and

        * a proposed schedule for the completion of the testing,
          by Claim Site, by no later than April 15, 2005.

        For each Claim Site at which testing is planned, the
        Claimant must give the Debtors at least three weeks'
        notice of the testing, and must allow the Debtors to
        attend the testing through their agents, and to film or
        photograph the testing, and to conduct their own
        testing.

    (b) If the Debtors elect to conduct their own testing at the
        Claim Sites, the Debtors must notify the PD Claimant at
        least one week in advance of the PD Claimant's planned
        testing and provide the PD Claimant with these
        information:

        * the Claim Site at which the Debtors intend to conduct
          the testing;

        * the name, address and telephone number of the party that
          will conduct the testing; and

        * the type of testing that the Debtors intend to perform,
          and the method for analyzing and reporting the results
          of the testing.

    (c) All testing by the PD Claimant or the Debtors must be
        completed by April 15, 2005, and all test results and
        supporting documentation must be exchanged by the parties
        by April 29, 2005.

    (d) If any party records the testing at any location by any
        means -- through videotape, photograph, etc. -- it must
       offer to make available each recording to the other side,
        at the other side's expense, by April 15, 2005.

    (e) No testing performed after April 15, 2005, will be
        permitted in support of any asbestos property damage claim
        filed against the Debtors, nor will any testing be
        admitted that is not in conformance with these procedures,
        unless it is "pre-existing" test data.

B. Pre-existing Product Identification Test Data

    For each Claim Site for which the PD Claimant asserts a claim,
    the PD Claimant must produce by April 15, 2005, the results of
    all asbestos testing, surveys or inspections, including OSHA
    testing and AHERA clearance testing, previously performed at
    that location and all documents relating to the pre-existing
    test data.  All documentation relating to the pre-existing
    data will be produced by April 15, 2005.

C. Information on Other Asbestos Sources

    For each Claim Site for which the PD Claimant asserts a claim,
    the PD Claimant must produce by April 15, 2005, all documents
    that relate to other sources of asbestos in the building,
    including asbestos inspection and survey reports, asbestos
    operations and management plans, or any similar documents.

D. Limitations Period Information

    For each Claim Site for which the Claimant has provided
    product identification information, the Claimant must, by
    April 15, 2005, state, to the best of its knowledge,
    information and belief:

        * the year or years when asbestos-containing products
          manufactured or sold by the Debtors were installed;

        * whether the asbestos containing products manufactured
          or sold by the Debtors have been removed, and if so, in
          what year or years;

        * if the asbestos-containing products manufactured or sold
          by the Debtors are still in the building, the date on
          which the Claimant determined that the products were
          unreasonably dangerous, and the basis for the
          determination; and

        * any plans for the removal of the asbestos containing
          products manufactured or sold by the Debtors.

E. Damages-related Information

    For each Claim Site for which the Claimant has provided
    product identification information, the PD Claimant must,
    by April 15, 2005, state:

       * if the PD Claimant intends to seek residual or
         replacement cost as a component of damages, the estimated
         current valuation of the residual value of the Debtors'
         asbestos-containing products alleged to have caused
         property damage;

       * if the PD Claimant intends to seek removal costs as a
         component of damages, the estimated incremental cost of
         removal of the asbestos-containing products manufactured
         or sold by the Debtors, compared to similar products
         which do not contain asbestos; and

       * any other costs the PD Claimant intends to seek as
         damages, and the basis for recovery of the costs.

F. Document Discovery from the Debtors

    Any requests for the production of documents from the Debtors
    must be served by February 18, 2005.  The Debtors will respond
    to all reasonable requests by April 29, 2005.

G. Status Conference

    A status conference will be held regarding all remaining
    asbestos PD claimants during the regularly scheduled
    omnibus hearing on May 16, 2005.  If the parties deem it
    necessary, at the status conference, the Court will set a
    deadline for depositions, additional discovery and dispositive
    motions.

The Proposed CMO acknowledges that certain parties have already
provided the Debtors with information responsive to the CMO in
response to the March 31 Order and is not intended to require any
party to provide any additional information.  The Proposed CMO
makes clear that in estimating or allowing any asbestos property
damage claim, the Court will only consider information which has
been produced with the proof of claim form, in response to the
Proposed CMO or the March 31 Order.

Ms. Stickles contends that the proposed CMO will provide an
orderly and equitable procedure to enable the claimants to provide
support for their claim, and for the Debtors to analyze the claims
and determine the most fair and efficient manner to resolve the
claims, whether it be by estimation or litigation.

Headquartered in Toledo, Ohio, Owens Corning --
http://www.owenscorning.com/-- manufactures fiberglass
insulation, roofing materials, vinyl windows and siding, patio
doors, rain gutters and downspouts.  The Company filed for chapter
11 protection on October 5, 2000 (Bankr. Del. Case. No. 00-03837).
Mark S. Chehi, Esq., at Skadden, Arps, Slate, Meagher & Flom,
represents the Debtors in their restructuring efforts.  At
Sept. 30, 2004, the Company's balance sheet shows $7.5 billion in
assets and a $4.2 billion stockholders' deficit.  The company
reported $132 million of net income in the nine-month period
ending Sept. 30, 2004. (Owens Corning Bankruptcy News, Issue No.
90; Bankruptcy Creditors' Service, Inc., 215/945-7000)


PAXSON COMMUNICATIONS: Moody's Has Long-Term Liquidity Concerns
---------------------------------------------------------------
Moody's Investors Service lowered Paxson Communications
Corporation's speculative grade liquidity rating to SGL-3 from
SGL-2.

The SGL-3 rating reflects Paxson's adequate liquidity profile as
projected over the next twelve months.  The downward revision to
the SGL rating incorporates our expectation that Paxson may be
unable to cover fixed charges and capital expenditure requirements
with operating cash flow over the time horizon of the liquidity
rating.  Thus, going forward, Paxson may not remain free cash flow
neutral and it is our belief that while Paxson's moderate cash
balances (about $80 million as of 3Q'04) provide sufficient near
term liquidity to comfortably service all of the company's
obligations, Paxson is likely to burn slowly through this cushion.
Also influencing the rating, Moody notes that cash flow and
existing cash balances provide only minimal coverage relative to
the Paxson's total debt burden (about 3% of total debt including
preferreds).

The SGL-3 rating also considers the continuing challenges Paxson
faces regarding its operating strategy, and the potential for a
still weaker operating environment in 2005 as the company
repositions the PAX TV network.

The liquidity rating benefits from the lack of any restrictive
financial maintenance covenants and the absence of near-term debt
amortization.  Despite the lack of a revolving credit facility,
Moody's believes that Paxson has sufficient cash to support
operations over the next twelve months.  Additionally, Moody's
believes that Paxson will exceed its asset coverage-based covenant
tests by a comfortable margin over the rating horizon.

Paxson's assets are largely encumbered by the senior secured
floating rate notes.  The floating rated notes are secured by
substantially all of the company's assets and benefit from
unconditional guarantees by all of the company's subsidiaries.
However, we believe Paxson's large portfolio of stations, which
have sold at attractive prices, provide an alternate source of
liquidity.

While we believe that it is unlikely that Paxson will have to
redeem NBC's ownership of its $584 million in convertible
preferred stock (representing about a 32% interest in the
company), there is increasing financial uncertainty.  Ultimately,
the absence of re-financing options for Paxson is likely to force
a sale given the company's unsustainable capital structure.

Paxson Communications is rated B2 on a senior implied basis.  The
company operates the largest U.S. television station group,
reaching approximately 89% of U.S. television households via
nationwide broadcast television, cable and satellite distribution
systems.  It is headquartered in West Palm Beach, Florida.

                         *     *     *

As reported in the Troubled Company Reporter on June 12, 2003,
Moody's Investors Service's ratings on Paxson Communications Corp.
took a downward slide after the investors service's review.
Outlook is revised to stable from negative.

Downgraded Ratings

   * approximately $355 million of bank facilities to B1
     from Ba3,

   * approximately $556 million of senior subordinated notes
     to Caa1 from B3,

   * approximately $366 million of cumulative exchangeable junior
     preferred stock to Caa2 from Caa1,

   * senior implied rating to B2 from B1,

   * senior unsecured issuer rating to B3 from B2.

On December 12, 2003, Moody's assigns B1 rating on $365 million
issuance of floating rate notes.


PENN TRAFFIC: Files Amended Plan & Disclosure Statement
-------------------------------------------------------
The Penn Traffic Company (OTC: PNFTQ.PK) filed its First Amended
Plan of Reorganization and Disclosure Statement with the U.S.
Bankruptcy Court for the Southern District of New York, which
describes its intention to consummate a sale-leaseback transaction
with respect to its distribution centers upon emergence from
chapter 11.  Under the sale-leaseback transaction, Penn Traffic
will sell five of its owned distribution centers located in New
York and Pennsylvania to Equity Industrial Partners Corp. for $37
million, and Equity Industrial will lease the distribution centers
back to Penn Traffic for an initial term of 15 years, with four
consecutive five year options to renew the lease (except that the
lease term will end no later than the 14th anniversary of the
expiration of the initial term with respect to the Pennsylvania
distribution centers).  In addition to the proceeds of the sale-
leaseback transaction, Penn Traffic expects to fund its operations
upon emergence from chapter 11 with a working capital revolving
credit facility.

Penn Traffic filed its initial Plan of Reorganization and
Disclosure Statement on August 20, 2004, but postponed the hearing
to approve the Disclosure Statement to explore multiple compelling
proposals for a sale-leaseback transaction with respect to its
owned properties.  Following extensive negotiations with several
potential buyers, Penn Traffic concluded that the sale-leaseback
transaction with Equity Industrial Partners Corp., together with a
working capital revolving credit facility, would provide the
Company with the most optimal levels of liquidity to repay all of
its current senior secured bank debt in full, to invest in
continuing to modernize and enhance its store base, and for other
working capital needs after emerging from chapter 11.  The Company
expects to emerge from chapter 11 in the first quarter of 2005.

A hearing to approve the Amended Disclosure Statement is scheduled
for Jan. 27, 2005 at 10:00 a.m.

Robert Chapman, President and Chief Executive Officer of Penn
Traffic, said: "We are very pleased to have reached agreement with
Equity Industrial Partners Corp. to sell and then lease back our
five distribution centers.  This transaction will help provide the
Company with the financial strength and flexibility to emerge from
chapter 11 with dramatically reduced debt and strong liquidity to
fund our operations going forward.  The Company is now well-
positioned to complete our restructuring efforts within the next
couple of months, and to come out of the chapter 11 with a solid
core of very healthy and competitive supermarkets, together with
strong bakery and wholesale/franchise operations.  We are very
excited and optimistic about Penn Traffic's future."

Headquartered in Rye, New York, The Penn Traffic Company
distributes through retail and wholesale outlets.  The Group
through its supermarkets carries on the retail and wholesale
distribution of food, franchise supermarkets and independent
wholesale accounts.  The Company filed for chapter 11 protection
on May 30, 2003 (Bankr. S.D.N.Y. Case No. 03-22945).  Kelley Ann
Cornish, Esq., at Paul Weiss Rifkind Wharton & Garrison, represent
the Debtors in their restructuring efforts.  When the grocer filed
for protection from their creditors, they listed $736,532,614 in
total assets and $736,532,610 in total debts.


PHOTOWORKS INC: Discloses $6.5 Million Recapitalization Plan
------------------------------------------------------------
In a deal valued at approximately $6.5 million, PhotoWorks, Inc.
(OTCBB:FOTO) announced that it has successfully negotiated a
recapitalization plan that, if approved by shareholders, will
result in a simplified capital structure for the Company and a
cash infusion to strengthen the Company's balance sheet and expand
PhotoWorks' digital marketing activities.

"We have received a commitment from a group of investors for a $4
million capital investment," said Philippe Sanchez, PhotoWorks'
President and CEO.  "In addition, holders of $2.5 million
outstanding subordinated debentures have agreed to convert their
securities to common stock as have holders of Series A Preferred
stock.  These conversions to common stock are contingent upon
approval by the Company's shareholders of a recapitalization plan
to be submitted at the upcoming annual meeting scheduled to be
held in March 2005."

"This recapitalization proposal is a major achievement for
PhotoWorks and its shareholders," continued Sanchez.  "Upon
shareholder approval, the Company will be free of long-term debt,
will have a simple common stock capital structure devoid of any
liquidation preferences, and will have growth capital needed to
position the Company for rapid growth in the booming digital
market."

                  Terms of the Cash Infusion

Subject to negotiation of definitive agreements and customary
closing conditions, Sunra Capital Holdings, Orca Bay Partners and
Madrona Venture Group will purchase $2 million in subordinated
notes, convertible into common stock at a conversion price of
$.1078 per share and warrants to purchase an additional
approximately 1.9 million shares of common stock at a price of
$.21 per share.  These subordinated notes will automatically
convert into common stock at the conversion price upon approval by
the Company's shareholders of the recapitalization proposal
outlined below.  In addition, upon approval of the
recapitalization proposal, the investor group will purchase an
additional $2 million of common stock at $.1078 per share and
warrants to purchase an additional 1.9 million shares at $.21 per
share.

                  Recapitalization Proposal

Subject to shareholders approval, the holders of the Series A
Preferred Stock and the holders of the Company's outstanding
subordinated debentures have agreed with the Company on a
recapitalization proposal.  Under this proposal, Series A
Preferred Stock will convert to 20,746,888 shares of common stock
at a conversion price of $.723 per share.  The holders of the
subordinated debentures will convert the $2.5 million principal
balance of the debentures due April 2006 into common stock at a
conversion price of $.11 per share.  The current conversion price
of the Series A Preferred Stock is approximately $4.62 per share
and the conversion price of the subordinated debentures is
approximately $.736 per share.  The proposed plan also includes an
increase of approximately 17.5 million shares eligible for grant
under the Company's stock option plans for management incentives.
If shareholders approve the above plans, the total outstanding
share count, including outstanding warrants and options and
options available for grant, will be approximately 128 million
shares.

New Board Composition and Recapitalization Plan to be Submitted
for Approval by the Shareholders

At the annual meeting, a representative from Sunra Capital
Holdings and a representative from the subordinated debt holders
will be nominated as directors of the Company's board.  In
addition, the Company will seek to amend its articles of
incorporation to eliminate its staggered board and provide for
cumulative voting in the election of its directors.

The Company will submit its recapitalization proposal for
shareholder approval at the upcoming annual meeting.  If the
recapitalization plan is not approved by the shareholders, the
investor group will not be required to fund the additional $2
million of their commitment and the new $2 million subordinated
notes will not automatically convert into common stock and will
remain outstanding with an interest rate of 6% per annum and a
maturity date of April 30, 2008.  In addition, the holders of the
Series A Preferred Stock will not convert their shares into common
stock.  Likewise, the holders of the current subordinated
debentures will not convert into common stock and the $2.5 million
principal balance will remain due in April 2006.

                   About Orca Bay Partners

Orca Bay Partners is a private equity investment firm providing
equity capital for transactions ranging from recapitalizations of
mature businesses to growth capital for emerging companies.
Founded in 1998, and based in Seattle, Washington, Orca Bay
Partners makes investments in companies that are uniquely
positioned to benefit from growing or changing markets.

                 About Madrona Venture Group

Headquartered in Seattle, Washington, the Madrona Venture Group --
http://www.Madrona.com-- manages a $250 million fund that targets
early state, regional investments in Enterprise Software and
Services, Consumer Software and Services, and Wireless, Networking
and Infrastructure.

              About Sunra Capital Holdings, Ltd.

Sunra Capital Holdings Limited is a Bermuda-based company founded
in 2002 that invests in early stage companies that have strong
growth potential, competent management teams and are strategically
well positioned in a growing environment.

                       About PhotoWorks

PhotoWorks, Inc. (OTCBB:FOTO) is an online photography services
company.  With a 25-year national heritage (formerly known as
Seattle FilmWorks), PhotoWorks helps photographers - both film and
digital - share and preserve their memories with innovative and
inspiring products and services.  Every day, photographers send
film, memory cards and CDs, or go to http://www.photoworks.comto
upload, organize and email their pictures, order prints, and
create Signature Photo Cards and Custom Photo Books.  Offering a
100% satisfaction guarantee, PhotoWorks has been awarded an
"Outstanding" rating by The Enderle Group technology analysis
firm.

Formerly Seattle FilmWorks, PhotoWorks(R) -- whose June 26, 2004,
balance sheet showed a stockholders' deficit of $1,199,000 -- has
been delivering high-quality photographs to customers for 25
years.  The Company is dedicated to providing innovative and
inspiring ways for people to create, share and preserve their
memories.  Every day, digital and film photographers come to
http://www.photoworks.comto upload, enhance and print their best
photographic memories, simply and conveniently.  The Company,
which offers a 100% satisfaction guarantee, has been awarded an
"Outstanding" rating by the Enderle Group technology analysis
firm. Based in Seattle, PhotoWorks is publicly traded
(OTCBB:FOTO).


PORTAL SOFTWARE: Nasdaq Threatens to Delist Common Stock
--------------------------------------------------------
Portal Software, Inc. (Nasdaq:PRSF)(Nasdaq:PRSFE) announced that
on Dec. 21, 2004, it received a Nasdaq Staff Notification stating
the Company is not in compliance with Nasdaq's Marketplace Rule
4310(c)(14) because the Company has not yet filed its Report on
Form 10-Q for its quarter ended October 29, 2004.

According to Nasdaq regulations, Portal was informed that unless a
hearing is requested by the Company, its common stock will be
delisted from the Nasdaq at the opening of business on December
29, 2004.  In accordance with Nasdaq's rules, Portal will file an
appeal to request a hearing. Requesting the hearing will stay the
delisting until the hearing panel has rendered a decision.

Additionally, Nasdaq's notification stated that at the opening of
business on December 22, it will add an "E" to the end of Portal's
ticker symbol until the Company has fulfilled its SEC reporting
obligation.  As such, starting at the opening of business on
December 22, Portal will trade under the ticker symbol "PRSFE."

                   About Portal Software, Inc.

Portal is the leading worldwide provider of billing and Revenue
Management solutions for the global communications and media
markets.  The Company delivers the only platform for the end-to-
end management of customer revenue across offerings, channels and
geographies.  Portal's solutions enable companies to dramatically
accelerate the launch of innovative, profit-rich services while
significantly reducing the costs associated with legacy billing
systems.

Portal is the Revenue Management partner of choice to the world's
leading service providers including: Vodafone, AOL Time Warner,
Deutsche Telekom, TELUS, NTT, China Telecom, Reuters, Telstra,
China Mobile, Telenor Mobil, and France Telecom.


PORTER SQUARE: Moody's Puts Ba3 Rating to Preference Shares
-----------------------------------------------------------
Moody's Investors Service assigned ratings to the following
classes of notes issued by Porter Square CDO II, Ltd.:

   * Aaa to the U.S. $228,000,000 Class A-1 Senior Secured
     Floating Rate Notes due 2040;

   * Aaa to the $65,000,000 Class A-2 Senior Secured Floating Rate
     Notes due 2040;

   * Aa2 to the U.S. $23,500,000 Class B Senior Secured Floating
     Rate Notes due 2040;

   * A2 to the U.S. $10,000,000 Class C Mezzanine Secured
     Deferrable Floating Rate Notes due 2040; and

   * Baa2 to the U.S. $9,000,000 Class D Mezzanine Secured
     Deferrable Floating Rate Notes due 2040.

Moody's also assigned a rating of Ba3 to the Issuer's Preference
Shares with respect to return of principal only.  TCW Asset
Management Company will serve as Investment Advisor of the
transaction.

According to Moody's, its ratings on the notes address the
ultimate cash receipt of all required interest and principal
payments, as provided by the notes' governing documents, and are
based on the expected loss posed to noteholders relative to the
promise of receiving the present value of such payments, the
characteristics of the collateral pool and the transaction's legal
structure.


RAINBOW MEDIA: S&P Places Low-B Ratings on CreditWatch Positive
---------------------------------------------------------------
Standard & Poor's Ratings Services placed its 'B' corporate credit
rating for Rainbow Media Enterprises, Inc., and ratings for the
company's Rainbow National Services LLC subsidiary on CreditWatch
with positive implications.  This follows parent Cablevision
Systems Corp.'s 8K filing on Dec. 20, 2004, in which it indicated
that its board of directors has decided to suspend pursuing the
spin-off of its RME subsidiary in its previously announced form
and instead pursue strategic alternatives for its Rainbow direct
broadcast satellite -- DBS -- business.

"If RME is not spun off, then the corporate credit rating on the
company could be raised to as high as the rating level of parent
Cablevision (BB/Watch Neg/--), depending on the amount of explicit
or implicit support from Cablevision of RME's debt," explained
Standard & Poor's credit analyst Catherine Cosentino.  The
CreditWatch listing on the Cablevision ratings reflects the
material weakening to the parent company's credit profile that
could occur if it continues to own and operate the satellite
business and supports the RME debt.  The weakening would be
exacerbated if the company also pursued the launch of additional
satellites.  Cablevision has already contracted with Lockheed
Martin to construct five additional Ka-band satellites, with the
aggregate cost expected to be about $740 million.

However, the company has the right to terminate the agreement at
any time, either in its entirety or with respect to individual
satellites.

Cablevision's overall business risk could be somewhat weaker if
the satellite business is not spun off, as prospects for this
business remain in doubt given the high degree of competition from
DBS operators The DIRECTV Group, Inc., and EchoStar Communications
Corp., which collectively have about 24 million subscribers.
Moreover, if the satellite business is discontinued in 2005, the
company's credit profile could still be under some pressure due to
the $1.4 billion of initial debt incurred by Cablevision's Rainbow
National Services LLC subsidiary to fund the business and
uncertainty about the potential alternative use of cash derived
from these financings.

"While the credit profile and concomitant corporate credit rating
of Cablevision could be pressured under either of these scenarios,
the rating on RME could be higher than the current 'B' rating,
depending on the amount of explicit or implicit support from
Cablevision," added Ms. Cosentino.  "Even if the corporate credit
rating for RME is not equalized with that for Cablevision,
Cablevision's ownership could support a higher rating.

Conversely, if RME is spun off on terms materially similar to the
previous plan, then the rating on RME would be affirmed with a
negative outlook, reflecting the high business risk of the
business plan and incremental risk associated with the potential
launch of additional satellites."


RED HAT: Reports $10.8 Mil. Net Income for 3rd Quarter 2004
-----------------------------------------------------------
Red Hat, Inc. (NASDAQ: RHAT), the world's leading provider of open
source solutions to the enterprise, today announced financial
results for the third quarter ended November 30, 2004.

Revenue for the third quarter of fiscal 2005 was $50.9 million,
55% higher than the third quarter of fiscal 2004 and a sequential
increase of 10% when compared to $46.3 million in the second
quarter of fiscal 2005.  Subscription revenue was $39.2 million,
or 80% higher than the third quarter of fiscal 2004 and a
sequential increase of 12% when compared to the previous quarter.

For the third quarter of fiscal 2005, the company reported income
before taxes of $11.3 million compared to income before taxes of
$11.2 million in the prior quarter, and $4.3 million in the third
quarter of fiscal 2004.

For the third quarter of fiscal 2005, the company reported net
income of $10.8 million, or $0.06 per share, after taxes of $0.4
million.  This represents an increase in net income of 155%
compared to the same quarter a year ago, and a decrease of 8%
compared to net income of $11.8 million, or $0.06 per share in the
prior quarter, when a tax benefit of $0.6 million was recognized.

The company generated $29.7 million in cash flow from operations
during the third quarter of fiscal 2005.  After investing $45.2
million to purchase 3.4 million treasury shares, the company ended
the quarter with cash and investments totaling $979 million.

In the third quarter of fiscal 2005, the company increased its
deferred revenue balance to $121.4 million, a sequential increase
of $21.7 million, or 22%, as compared to the second quarter of
fiscal 2005, and a 170% increase when compared to a year ago.

Highlights for the third quarter include:

     -- Sales of subscriptions of Red Hat Enterprise Linux reached
        132,000 units, including 119,000 subscriptions to
        enterprise IT servers and 13,000 subscriptions to the
        HPC/hosting marketplace and desktops.  All these numbers
        represent net new and renewed subscriptions.

     -- Income from operations increased to $7.6 million, or 15%
        of total revenue.

     -- Enterprise subscription gross margins remained strong at
        91%; overall gross margins were 80%.

     -- The company added 10% to the workforce, principally in
        customer facing sales and support positions, as the
        company expands globally.

"We are pleased with our progress and continued growth.  We are
focusing on those things that bring value to our customers
globally, and that make it easier for them to do business with us.
We believe that our results reflect continued improvements and
validation of our subscription model," stated Charlie Peters,
Executive Vice President and Chief Financial Officer.

About Red Hat, Inc.

Red Hat, the world's leading open source and Linux provider is
headquartered in Raleigh, North Carolina with satellite offices
spanning the globe.  Red Hat is leading Linux and open source
solutions into the mainstream by making high quality, low cost
technology accessible.  Red Hat provides operating system software
along with middleware, applications and management solutions.  Red
Hat also offers support, training, and consulting services to its
customers worldwide and through top-tier partnerships.  Red Hat's
Open Source strategy offers customers a long term plan for
building infrastructures that are based on and leverage open
source technologies with focus on security and ease of management.
Learn more: http://www.redhat.com.

Red Hat, the world's leading open source and Linux provider.  Red
Hat is headquartered in Raleigh, North Carolina.  With satellite
offices spanning the globe.  Red Hat is leading Linux and open
source solutions into the mainstream by making high quality, low
cost technology accessible.  Red Hat provides operating system
software along with middleware, applications and management
solutions.  Red Hat also offers support, training, and consulting
services to its customers worldwide and through top-tier
partnerships.  Red Hat's Open Source strategy offers customers a
long-term plan for building infrastructures that are based on and
leverage open source technologies with focus on security and ease
of management.

                             *    *    *

As reported in the Troubled Company Reporter on June 28, 2004,
Standard & Poor's Ratings Services assigned its 'B' corporate
credit and senior unsecured ratings to Raleigh, North Carolina-
based Red Hat, Inc.


RELIANT ENERGY: Fitch Lifts Ratings on Three Layers of Debt
-----------------------------------------------------------
Reliant Energy, Inc.'s credit ratings have been upgraded by Fitch
Ratings:

    -- $1.1 billion outstanding senior secured notes to 'BB-' from
       'B+';

    -- Senior unsecured debt (indicative) to 'B+' from 'B';

    -- $275 million outstanding convertible senior subordinated
       notes to 'B' from 'B-'.

At the same time, Fitch has assigned a final 'BB-' rating to the
following new RRI debt issuances:

    -- $1.3 billion secured term loan B due 2010;
    -- $1.7 billion secured revolving credit facility due 2009;
    -- $750 million 6.75% senior secured notes due 2014;

Fitch also assigns a 'BB-' rating to this issue for Pennsylvania
Economic Development Financing Authority -- PEDFA:

    -- $500 million 6.75% exempt Facilities Revenues Bonds due
       Dec. 1, 2036.

The bonds relate to RRI's Reliant Energy Seward, LLC, project, a
newly constructed 520 megawatt waste coal generating facility.
Principal and interest on the PEDFA bonds will be payable from,
and secured by, a pledge of installment payments under a separate
loan agreement with Seward which in turn is guarantee by RRI.  The
RRI guarantee is secured by substantially the same collateral
package supporting RRI's corporate senior secured notes and
secured credit facilities.

The PEDFA bonds consist of these issuances:

    -- $150 million series 2001A;
    -- $75 million series 2002A;
    -- $75 million series 2002 B;
    -- $100 million series 2003A;
    -- $100 million series 2004A

The Series 2001A, 2002A , 2002B and 2003A bonds, previously issued
in the variable-rate mode, have been re-issued in the long-term
interest rate mode and will no longer be supported by letters of
credit.  Accordingly, Fitch has simultaneously withdrawn the
'AAA/F1+' rating previously assigned to the Series 2001A, 2002A
and 2002B bonds that had been based on the letters of credit
issued by Westdeutsche Landesbank Girozentrale, as well as the
'AA+/F1+' rating assigned to the series 2003A bonds, previously
based on the Barclays Bank PLC letter of credit.

The rating action referenced above reflects the successful
conclusion of RRI's global refinancing program and is consistent
with Fitch's expected ratings outlined in a press release dated
Nov. 29, 2004.  The Positive Rating Outlook reflects the
expectation that RRI's ongoing cost-saving and balance sheet
deleveraging initiatives will result in gradual improvement in
consolidated credit measures through 2006, even under a scenario
that assumes limited recovery in current wholesale power market
conditions and lower levels of retail energy cash flow
performance.

For additional information, please refer to the press release
dated Nov. 29, 2004, Fitch Places Reliant Energy on Rating Watch
Positive, available on the Fitch Ratings website at
http://www.fitchratings.com/


RESTRUCTURED ASSET: S&P Puts BB Ratings on Seven Cert. Classes
--------------------------------------------------------------
Standard & Poor's assigned its 'BB' rating to Restructured Asset
Certificates with Enhanced Returns -- RACERS -- Series
2004-25-TR's notes.

The rating of the class A-1 notes reflects the credit quality of
the swap guarantor, Lehman Brothers Holdings, Inc., ('A') and the
reference obligation, commercial mortgage pass-through
certificates series 2004-C1 class K notes, issued by Credit Suisse
First Boston Mortgage Securities Corp. due January 2037 ('BB').

The rating of the class A-2 notes reflects the credit quality of
the swap guarantor, Lehman Brothers Holdings Inc. ('A') and the
reference obligation, commercial mortgage pass-through
certificates series 2004-C11 class K notes, issued by Wachovia
Bank Commercial Mortgage Trust 2004-C11 due January 2041 ('BB').

The rating of the class A-3 notes reflects the credit quality of
the swap guarantor, Lehman Brothers Holdings Inc. ('A') and the
reference obligation, commercial mortgage pass-through
certificates series 2004-GG1 class K notes, issued by Greenwich
Capital Commercial Funding Corp. due June 2036 ('BB').

The rating of the class A-4 notes reflects the credit quality of
the swap guarantor, Lehman Brothers Holdings Inc. ('A') and the
reference obligation, commercial mortgage pass-through
certificates series 2004-C3 class K notes, issued by GE Commercial
Mortgage Corp., due July 2039 ('BB').

The rating of the class A-6 notes reflects the credit quality of
the swap guarantor, Lehman Brothers Holdings Inc. ('A') and the
reference obligation, commercial mortgage pass through
certificates series 2004-C7 class M notes, issued by LB-UBS
Commercial Mortgage Trust 2004-C7 due October 2036 ('BB').

The rating of the class A-7 notes reflects the credit quality of
the swap guarantor, Lehman Brothers Holdings Inc. ('A') and the
reference obligation, commercial mortgage pass-through
certificates series 2004-C4 class M notes, issued by LB-UBS
Commercial Mortgage Trust 2004-C4 due June 2036 ('BB').

The ratings address the likelihood of the trust making payments on
the notes as required under the related indentures.

                        Rating Assigned

     Restructured Asset Certificates with Enhanced Returns
                       Series 2004-25-TR

         Class             Ratings      Amount (mil. $)
         -----             -------      ---------------
         A-1               BB                      10.0
         A-2               BB                      10.0
         A-3               BB                      10.0
         A-4               BB                      10.0
         A-6               BB                      10.0
         A-7               BB                       3.0


SARATOGA ASSOCIATES: Case Summary & Largest Unsecured Creditor
--------------------------------------------------------------
Debtor: Saratoga Associates L.P.
        c/o Gerald L. Bader, Jr. Esq.
        Bader & Associates, LLC
        14426 East Evans Avenue #200
        Denver, Colorado 80014

Bankruptcy Case No.: 04-37396

Chapter 11 Petition Date: December 21, 2004

Court: District of Colorado (Denver)

Judge: Sidney B. Brooks

Debtor's Counsel: Gerald L. Bader, Jr., Esq.
                  Bader & Associates, LLC
                  14426 East Evans Avenue #200
                  Denver, CO 80014
                  Tel: 303-534-1700

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $500,000 to $1 Million

Debtor's Largest Unsecured Creditor:

Entity                        Nature Of Claim       Claim Amount
------                        ---------------       ------------
Union National Life Ins.      Deed of Trust             $722,000
Company
c/o Bomneville Mortgage
Company
111 E. Broadway #1250
Salt Lake City, UT 84111


SEROLOGICALS CORP.: Raises $105 Million in Public Stock Offering
----------------------------------------------------------------
Serologicals Corporation (NASDAQ:SERO) closed its previously
announced public offering of 4,830,000 shares of its Common Stock
at a price of $22.80 per share.  The Company obtained net
proceeds, after deduction of underwriting discounts and
commissions but before expenses, of $105.16 million from the
offering.  David A. Dodd, President and Chief Executive Officer of
Serologicals, stated, "We are very pleased at the reception of our
offering.  Demand for our shares was significant, leading the
underwriters to exercise their entire over-allotment option of
630,000 shares.  Serologicals received approximately $13.7 million
of additional net proceeds as a result of the exercise of the
over-allotment option.  After using approximately $80 million to
repay our term indebtedness, we will have additional resources to
continue to pursue our strategic growth strategy."

J.P. Morgan Securities Inc. served as the sole bookrunning manager
for the offering.  Banc of America Securities LLC and Pacific
Growth Equities, LLC were co-managers.  This press release shall
not constitute an offer to sell or the solicitation of an offer to
buy nor shall there be any sale of these securities in any state
in which such offer, solicitation or sale would be unlawful prior
to registration or qualification under the securities laws of any
such state.  A registration statement relating to these securities
has been filed with and declared effective by the Securities and
Exchange Commission.  Copies of the prospectus relating to the
offering may be obtained from the offices of J.P. Morgan
Securities, Inc., Chase Distribution & Support Service, 1 Chase
Manhattan Plaza, Floor 5B, New York, NY 10081.

                        About the Company

Serologicals Corporation, headquartered in Atlanta, Georgia, is a
global provider of biological products, enabling technologies and
services to a diverse customer base that includes major life
science companies and leading research institutions. Our customers
use our products, technologies and services in a wide variety of
their activities, including basic research, drug discovery,
diagnosis and biomanufacturing. Our products, technologies and
services are essential tools for research in key disciplines,
including neurology, oncology, hematology, immunology, cardiology,
proteomics, infectious diseases, cell signaling and molecular
biology.

                          *     *     *

As reported in the Troubled Company Reporter on Dec. 21, 2004,
Standard & Poor's Ratings Services revised the outlook on life
science company Serologicals Corporation to positive from stable
in light of the company's use of equity financing to repay
acquisition-related debt.

The 'B+' corporate credit, 'BB-' bank loan, and 'B-' subordinated
debt ratings on Atlanta, Georgia-based Serologicals are affirmed.
The recovery rating of '1' is also affirmed.

"The outlook revision reflects the company's improved capital
structure and demonstrated commitment to the careful use of
borrowings to support its growth initiatives," said Standard &
Poor's credit analyst David Lugg. "The latter is evidenced by the
recently completed equity offering."


SFBC INTERNATIONAL: Completes PharmaNet Merger
----------------------------------------------
SFBC International, Inc. (NASDAQ:SFCC), completed its merger with
PharmaNet, Inc., a private international drug development company
headquartered in Princeton, New Jersey, which was previously
announced on November 3, 2004.  The combined entity will provide
one of the most comprehensive Phase I-IV drug development service
offerings across North and South America, Europe, Asia and
Australia with plans to expand its presence in Central/Eastern
Europe and Asia, including Japan and Singapore.

Under the terms of the agreement, SFBC purchased 100% of the stock
of PharmaNet for approximately $248.6 million in cash, including
PharmaNet's estimated working capital.  SFBC financed the
transaction with approximately $134 million of cash from its
balance sheet and $125 million drawn from new $160 million senior
secured credit facilities.

All 15 key PharmaNet executives signed multi-year employment
agreements with SFBC and used a portion of the merger
consideration to purchase SFBC common stock or acquire SFBC
options.  SFBC received approximately $8.9 million from the sale
of common stock at $34.33 per share.  Mr. Jeffrey P. McMullen will
remain President and Chief Executive Officer of PharmaNet and will
join the executive management team of SFBC.  Mr. McMullen is
expected to join SFBC's Board of Directors at SFBC's next Annual
Meeting of Stockholders.

The $160 million senior secured credit facilities, which were
syndicated by UBS Securities LLC serving as lead arranger and sole
bookrunner, consist of a $120 million Term Loan and a $40 million
revolving line of credit, which replaced the Company's previous
$25 million line of credit.  An aggregate of $125 million was
drawn under the facilities at closing.  SFBC's existing
$8.7 million mortgage on its Miami facility was paid off.  SFBC
now has total senior secured debt of $125 million and total debt,
including the Senior Convertible Notes, of approximately
$275 million.

"This merger is an exceptional strategic fit, resulting in SFBC
becoming a global top 10 contract research organization with a
diversified service offering, customer mix and geographic
presence," stated Arnold Hantman, Chief Executive Officer of SFBC.
"We look forward to building upon our current focus to expand our
services and global reach to meet the growing needs of branded
pharmaceutical, biotechnology and generic drug companies
worldwide.  We are confident that this merger will offer a range
of opportunities to expand our presence with existing clients as
well as enable us to attract new clients given the increased size
and scope of our resources and capabilities."

Dr. Lisa Krinsky, Chairman and President of SFBC, commented, "We
are extremely pleased to complete this combination, which we
believe firmly establishes SFBC as a leader in the contract
research marketplace.  This merger creates a stronger platform for
potential growth in the coming years by providing our clients with
access to 2,000 employees in 25 countries on five continents.  Our
clients are interested in developing new drugs more quickly and in
a more cost effective manner, while improving the quality and
level of testing to ensure the safety and efficacy of the drugs
when they come to market.  This merger will enable us to provide
optimal site selection, timely patient recruitment and the
efficient conduct of complex worldwide clinical trials.  We
welcome PharmaNet's employees to SFBC and look forward to serving
our clients and a broader market going forward.  This merger will
further enable SFBC to take a leadership role in delivering the
highest quality drug development services to our clients
worldwide."

Jeffrey P. McMullen, President and Chief Executive Officer of
PharmaNet, stated, "The closing of the merger is a significant
milestone that provides PharmaNet with a unique opportunity to
combine forces with a highly successful company within the
contract research industry and create a much stronger organization
given the highly complementary nature of our businesses.  We're
very excited about joining SFBC because we believe the company has
the resources and commitment necessary to support our combined
growth strategy.  With the global PharmaNet team remaining in
place combined with the support of SFBC, we are confident we can
continue to build on our record of success.  I look forward to
playing an integral role in the future success of SFBC."

Jefferies & Company acted as financial advisor to SFBC in
connection with this transaction.  UBS Investment Bank acted as
financial advisor to PharmaNet.

                 About SFBC International, Inc.

SFBC International, Inc., is a global leader in providing early
and late stage drug development services with one of the broadest
and highest quality service offerings to support the growing drug
development needs of the pharmaceutical, biotechnology, medical
device and generic drug industries around the world.  The company
has more than 30 offices located in North America, South America,
Europe, India, and Australia.  In early clinical development
services, SFBC specializes primarily in the areas of Phase I
clinical trials and bioanalytical laboratory services, including
early clinical pharmacology.  The company also offers clinical
development expertise in the following areas: strategic planning
protocol/CRF design, consulting, project management, site
selection and management, trial monitoring, information technology
including electronic data capture, data management and
biostatistics, quality control/assurance, late-stage services and
regulatory affairs.  Additional information is available at the
Company's website at http://www.sfbci.com/

                         *     *     *

As reported in the Troubled Company Reporter on Dec. 9, 2004,
Standard & Poor's Ratings Services assigned its 'B+' corporate
credit and bank loan ratings to SFBC International, Inc., a Miami,
Florida-based provider of outsourced drug development services to
the pharmaceutical industry.  The 'B+' bank loan ratings apply to
the company's $40 million revolving credit facility due Dec. 2009
and a $120 million term loan facility due December 2010.  The new
borrowings will fund the company's pending $245 million
acquisition of privately held PharmaNet, Inc.

At the same time, a 'B-' rating has been assigned to SFBC's
existing $143.8 million senior convertible debt issue.

The outlook is positive.

As reported in the Troubled Company Reporter on Dec. 6, 2004,
Moody's Investors Service assigned a rating of B2 to SFBC
International's proposed $160 million senior secured credit
facilities.  Moody's also assigned a senior implied rating of B2
and a senior unsecured issuer rating of B3 to SFBC.  The rating
outlook is stable.

New ratings assigned:

   * $160 million Senior Secured Credit Facilities, rated B2
   * Senior Implied Rating, rated B2
   * Senior Unsecured Issuer Rating, rated B3


SI GROUP, L.P.: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: SI Group, L.P.
        1701 Southwest Parkway, Suite 100
        College Station, Texas 77840

Bankruptcy Case No.: 04-48091

Chapter 11 Petition Date: December 22, 2004

Court: Southern District of Texas (Houston)

Judge: Marvin Isgur

Debtor's Counsel: Melissa Anne Haselden, Esq.
                  Weycer, Kaplan, Pulaski & Zuber, P.C.
                  11 Greenway Plaza, Suite 1400
                  Houston, Texas 77046
                  Tel: (713) 961-9045
                  Fax: (713) 961-5341

Total Assets: $1,008,562

Total Debts:  $1,749,625

Debtor's 20 Largest Unsecured Creditors:

    Entity                    Nature of Claim       Claim Amount
    ------                    ---------------       ------------
Advanced Drilling Systems     Trade                      $11,386
PO Box 590413
Houston, Texas 77259

American Express              Trade                      $10,031
PO Box 650448
Dallas, Texas 75265

PSC Industrial                                            $9,200
Outsourcing, Inc.
5151 San Felipe, Suite 1600
Houston, Texas 77056

Quad Environmental                                        $8,219
Services, Inc.
10201 Lucore Street
Houston, Texas 77017

Ana Lab Corporation           Trade                       $8,046

TR Moore & Company            Trade                       $6,085

Davis Oretsky PC              Trade                       $3,874

Chemtrade Performance         Trade                       $3,113
Chemical

GE Capital                    Trade                       $1,746

Brazos County Appraisal                                   $1,268

BIC Alliance                                              $1,100

Waste Management-V                                        $1,023

American Lawyer Media                                       $790

American Express                                            $715

Dahill Industries             Trade                         $681

MSR, Inc.                     Trade                         $532

Copy Corner                   Trade                         $510

Prowaste                                                    $338

Cox Internet Services         Trade                         $299

Kirk W. Brown                                               $256


STRATEGIC SIGN COMMUNICATION: Voluntary Chapter 11 Case Summary
---------------------------------------------------------------
Debtor: Strategic Sign Communication, Inc.
        dba Sign a Rama
        2925 Carpenter Road
        Ann Arbor, Michigan 48108

Bankruptcy Case No.: 04-75505

Type of Business: The Company is a Sign-A-Rama franchisee.

Chapter 11 Petition Date: December 17, 2004

Court: Eastern District Of Michigan (Detroit)

Judge: Thomas J. Tucker

Debtor's Counsel: David I. Goldstein, Esq.
                  2010 Hogback Road, Suite 2
                  Ann Arbor, Michigan 48105
                  Tel: (734) 971-0110


STRATUS TECHNOLOGIES: S&P Affirms B Corporate Credit Rating
-----------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'B' corporate
credit rating on Maynard, Massachusetts-based Stratus Technologies
Inc., and removed it from CreditWatch, where it had been placed
with negative implications on Oct. 8, 2004.

"The rating affirmation follows the company's recent announcement
of results for the second quarter of fiscal 2005, and its
financial restatement," said Standard & Poor's credit analyst
Martha Toll-Reed.  Most of the adjustments relate to the deferral
of revenues recognized in prior periods, with a moderate impact on
profitability.  There were no adjustments to cash balances over
the restatement period.

The outlook is negative.  Total debt outstanding as of
August 29, 2004, was approximately $182 million.

The ratings on Stratus reflect a niche market position in the
highly competitive global server market, which is dominated by
competitors with significantly greater financial resources, and a
leveraged financial profile.  These factors are partially offset
by a significant base of more stable and recurring service
revenues.  With more than 20 years of operating history, privately
owned Stratus is a provider of "fault tolerant" computers and
related services for mission-critical applications.

Stratus' server product sales have been adversely affected by an
ongoing revenue transition from products based on its proprietary
operating system to industry standard-based "ftServer" products.
In addition, ftServer product revenue growth has been below
expectations.  Stratus' strategic intent is to expand revenues and
market share in the higher-growth Windows and Linux segments of
the high-availability server market.  The current rating reflects
Standard & Poor's expectation that Stratus will be challenged to
gain significant market share through sustained product innovation
and differentiation.


TECH DATA: Moody's Revises Outlook on Low-B Ratings to Stable
-------------------------------------------------------------
Moody's Investors Service affirmed the debt ratings of Tech Data,
Corp., and changed the rating outlook to stable from positive.
Moody's believes the current ratings reflect the challenges in
Tech Data's business model, as well as the positives of its
operating efficiency.  These ratings were affirmed:

   * Senior implied rating of Ba1;

   * Senior unsecured issuer rating of Ba1;

   * $290 million convertible subordinated debentures due 2021
     rated Ba2;

   * Senior / subordinated shelf ratings of (P)Ba1 / (P)Ba2.

The ratings reflect the expectation that Tech Data will maintain
operating margin and cash flow patterns that were proven during
the recent technology downturn and subsequent recovery.  Both were
improved during 2001 -- 2003 in comparison with the last down
cycle in technology and corporate spending due Tech Data's focus
on activity based costing, which improved operating efficiency,
and because of its more mature footprint and focused growth plans.
Efficiency ratios such as days inventory, receivables days
outstanding, and return on assets have stabilized as Tech Data
continued to improve fundamental businesses processes during a
period of volatile sales.  As a result, margins have remained
within a narrow band even while sales fell and recovered during
the 2001 through 2004 period.

At the same time, Tech Data's operating margins have not recovered
to the same extent that they did following the last downturn,
largely because of continued price compression in the U.S. offset
by increased profitability from the maturing European operations.
While many efficiency measures outpace peers in distribution,
operating margins are thinner than distributors with similar
market positions and have trended down over the long term.  Tech
Data's long-term debt is low; and total debt has fallen from
$715 million at the end of FYE January 2002 to $337 million at the
end of the third quarter ended October 2004.  However, Tech Data's
interest expense suggests that average borrowings throughout the
period are higher than indicated by quarter end balance sheets.
Tech Data, like other distributors, may choose to pay vendors
early in exchange for better pricing, which would improve
operating margins.  Cash balances have remained modest as cash
flow has been used to reduce long-term debt.

Tech Data's rating outlook has been changed to stable.  Moody's
believes the current ratings reflect thin profitability and low
returns on assets, competitive factors, and overall financial
profile, but also continue to recognize the strength of Tech
Data's capital structure, and the value of operating improvements,
which have increased operating efficiency.  Despite its solid
position market position, Tech Data's EBIT margin has continued to
trend down over time and through multiple cycles.  Operating
margin was below 1.3% for the past twelve months, which
represented a period of business recovery.  Moody's believes
competitive factors are likely to keep EBIT margin below 1.5% for
the near future, leaving little cushion for unexpected events or a
disruptive competitive environment.  However, Moody's believes
margins are likely to be more stable through anticipated business
cycles as Tech Data reaps the benefits of enterprise systems built
over the past four years.  Low long term debt balances and low
maintenance capex should allow coverage measures to remain
appropriate for the rating category over cycles.

Ratings could have positive pressure if Tech Data is able to
demonstrate a rising trend in operating income margin and if it is
able to self-fund rather than relying on external capital for
operating purposes.  Ratings or outlook could decline if Tech Data
experiences margin volatility or demonstrates balance sheet
problems, such as inventory valuations as a result of regular
business cycles, which Moody's believes have been mitigated by
reduction in days outstanding and improved controls.  Unexpected
events, which strain liquidity or interrupt normal business
patterns, expansion into new markets, or a more aggressive
financial policy, could also pressure ratings.

Tech Data's debt protection measures are appropriate for its
industry sector and rating category.  Low debt balances and low
maintenance capex have allowed EBITDAR less capex to fixed costs
to rise above 3.5 times this year, after hovering near 3.0 times
for the three prior fiscal years.  Long term debt levels are low
at $290 million, representing debt / EBITDA of about 1.2 times,
but Moody's estimates that effective debt may double at times
throughout the year as Tech Data funds seasonal operating needs.
The company has a $250 million committed credit facility, a
$400 million committed receivables facility, and reports more than
$600 million in available uncommitted facilities.  Moody's expects
Tech Data to remain well within covenant levels.

Tech Data Corp., headquartered in Clearwater, Florida, is a
leading distributor of computers and related electronics,
operating primarily in North America and Europe.  Revenues are
expected to be in excess of $19 billion for the fiscal year ending
January 2005.


TENET HEALTHCARE: Settles Patient Litigation at Redding Medical
---------------------------------------------------------------
Tenet Healthcare Corporation (NYSE:THC) has reached an agreement
in principle with lawyers representing former cardiac care
patients at Redding Medical Center to settle substantially all
patient litigation against the company and its subsidiaries
arising out of allegations that unnecessary medical procedures
were performed at the hospital before November 2002.

Under the agreement, Tenet will establish a settlement fund by
Dec. 31, 2004, of $395 million to be allocated among more than 750
plaintiffs who had filed civil lawsuits.  The cases arose from
allegations that certain doctors had performed unnecessary cardiac
catheterizations and bypass surgeries while practicing at Redding
Medical Center in Redding, Calif.  The litigation against those
physicians is not part of this settlement.

The settlement agreement is subject to customary procedural
requirements of the California state court and ratification by
substantially all the individual plaintiffs.

"We believe this settlement is the fair and honorable way to
conclude this very sad chapter," said Trevor Fetter, president and
chief executive officer.  "It would likely have taken multiple
trials and many years to assess liability in these cases. By
settling all the cases at once, we put this matter behind both the
plaintiffs and us, and we bring closure to this unfortunate
event."

Mr. Fetter added, "We are building a new Tenet on a solid
foundation of quality, transparency, compliance and integrity, so
that the safety and efficacy of the patient care our hospitals
deliver is always above reproach."

E. Peter Urbanowicz, Tenet's general counsel, said, "With this
settlement, we take a significant step forward in resolving the
serious legal challenges that Tenet has faced as a result of
events that took place before November 2002.  We are seriously
focused on bringing to a satisfactory conclusion all our remaining
litigation and investigations, and this settlement is strong
evidence of our progress."

Law firms representing the plaintiffs include Reiner, Simpson,
Timmons & Slaughter in Redding; Barr & Mudford in Redding;
Moriarty Leyendecker in Houston; Hackerman Frankel in Houston; and
Gillin, Jacobson, Ellis & Larson in Orinda, Calif.

Attorneys from those firms representing former patients said in a
joint statement, "The former patients of Redding Medical Center
can never get back what they had, but this settlement provides a
measure of justice and closure.  All involved in this tragedy can
move forward and begin the healing process.  This has been a long
and difficult road for our clients.  We are extremely proud of
their courage and are pleased that these remarkable people are
being compensated for the acts committed by these surgeons."

Tenet said it has general liability insurance.  It noted, however,
that its insurance carriers thus far have raised objections to
coverage under the policies at issue. The company said it intends
to pursue vigorously its coverage rights.

"In cases of this magnitude, it is a common practice for insurance
companies to dispute coverage," Mr. Urbanowicz said.

Tenet also said the Redding settlement would cause the company to
breach certain financial covenants in its existing bank credit
line, which is currently undrawn.  Therefore, the company said it
is in its best interests to terminate the credit line before the
end of this year and negotiate a new bank credit line early next
year.  The company noted that, before this settlement, it had
approximately $1.2 billion in cash on hand as of Friday Dec. 17,
2004.  Also, the company anticipates receiving a significant tax
refund in 2005 that will further bolster its liquidity.

In August 2003, Tenet agreed to pay $54 million to settle federal
and California government investigations of the Redding matters.
Last June, the company sold substantially all the assets of
Redding Medical Center to an affiliate of Hospital Partners of
America Inc.

Tenet Healthcare Corporation, through its subsidiaries, owns and
operates acute care hospitals and related health care services.
Tenet's hospitals aim to provide the best possible care to every
patient who comes through their doors, with a clear focus on
quality and service.  Tenet can be found on the World Wide Web at
http://www.tenethealth.com/

                          *     *     *

As reported in the Troubled Company Reporter on Dec. 09, 2004,
Moody's Investors Service assigned an SGL-4 speculative grade
liquidity rating to Tenet Healthcare Corporation. At the same
time, Moody's affirmed Tenet's existing long-term debt ratings
(senior implied at B2) and assigned a B3 rating to Tenet
Healthcare's $1 billion 9.875% senior unsecured note offering,
which was issued in June of this year. The rating outlook is
negative.

Ratings assigned:

   * Tenet Healthcare Corporation:

      -- SGL-4 speculative grade liquidity rating;
      -- B3, 9.875% senior unsecured notes.

Ratings affirmed:

   * Tenet Healthcare Corporation:

      -- B2 senior implied;
      -- B3 issuer rating;
      -- B3 senior unsecured note ratings.


TERRA: Fitch Says Miss. Chemical Purchase Has No Rating Impact
--------------------------------------------------------------
Fitch Ratings expects Terra Industries Inc.'s completed
acquisition of Mississippi Chemical Corporation will have a
neutral impact on credit measures in the near-term.  However,
Fitch believes that Terra could gain positive synergies in the
future from the prudent integration and operation of Miss Chem's
assets.  The Rating Outlook is Positive.

Fitch rates Terra's debt:

     -- Senior secured credit facility 'BB-';
     -- 12.875% senior secured notes 'BB-';
     -- 11.5% senior secured second priority notes 'B';
     -- Convertible preferred shares 'CCC+'.

Terra announced the completed acquisition of Miss Chem on
Dec. 21, 2004.  With this acquisition, Terra gains nitrogen
fertilizer production in Yazoo City, Mississippi, and
Donaldsonville, Louisiana.  Terra now also owns a 50% interest
in Point Lisas Nitrogen Ltd. in The Republic of Trinidad and
Tobago. Additionally, Terra owns a deep-water terminal in
Louisiana and a 50% interest in an ammonia terminal near Houston,
Texas.  The acquisition was funded with cash, stock and assumed
debt.  The transaction was valued at $268 million when announced
in August 2004.

Fitch believes that Terra's access to low-cost ammonia and the
opportunistic and economic use of the terminal facilities could be
a credit positive for Terra in the long-run.  A low-cost gas
source was a missing element in Terra's business.  The terminals
will provide access to imports and additional distribution venues.
However, the benefit Terra receives from these assets will be
largely due to management's prudent use of these assets.  Fitch
notes that Miss Chem's nitrogen segment was not consistently
profitable in past years.

Terra Industries, based in Sioux City, Iowa, is a major North
American producer of anhydrous ammonia, UAN solutions, and
ammonium nitrate and a leading U.K. producer of ammonium nitrate.
For the trailing 12 month period ended Sept. 30, 2004, Terra had
revenue of $1.5 billion, EBITDA of approximately $221 million, and
debt of $402 million, all of which is public debt.


TEV INVESTMENT PROPERTIES: Voluntary Chapter 11 Case Summary
------------------------------------------------------------
Debtor: TEV Investment Properties, LLC
        PO Box 9120
        Columbus, Mississippi 39705-0016

Bankruptcy Case No.: 04-17998

Type of Business: The Company

Chapter 11 Petition Date: December 16, 2004

Court: Northern District of Mississippi (Aberdeen)

Judge: David W. Houston III

Debtor's Counsel: Craig M. Geno, Esq.
                  Jeffrey K. Tyree, Esq.
                  Harris & Geno, PLLC
                  PO Box 3380
                  Ridgeland, Mississippi 39158-3380
                  Tel: (601) 427-0048

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

The Debtor did not file a list of its 20 Largest Unsecured
Creditors.


THINK AGAIN: Whole Living Wants Chapter 11 Trustee Appointed
------------------------------------------------------------
Whole Living, Inc., (OTCBB:WLIV) will file a motion in the U.S.
Bankruptcy Court for the Eastern District of Tennessee to have a
trustee appointed to protect the company's damage award against
Wholefood Farmacy Corp. (Pink Sheets:WFMC), et al.  On Monday,
December 20, Wholefood Farmacy Corp. issued a press release after
market hours announcing its wholly owned subsidiary Think Again,
Inc., had filed for bankruptcy protection.

On November 29, 2004, the Honorable Ted Stewart for the United
States District Court, District of Utah, Central Division released
a memorandum decision and order finding Don Tolman, Mark Bowen,
and bankrupt company Think Again, Inc., a Tennessee corporation
doing business as Great American, Wholefood Farmacy Corp., in
contempt for violation of a preliminary injunction granted to
Whole Living, Inc., on August 2, 2003.  The Court decided not to
wait for trial because of the persistent violation of the
preliminary injunction and awarded Whole Living preliminary
damages in the amount of approximately $240,430, as well as
attorney fees and costs.

"As we mentioned in our December 2nd press release, Whole Living
is and will continue to vigorously pursue its legal rights to
protect the company's proprietary information, products,
materials, and the interests of its distributors and
shareholders," stated CEO Doug Burdick.  "The damages awarded to
our company were the result of violations of the Federal Court's
Preliminary Injunction Order.  Whole Living will continue to
enforce its rights and recover all damages caused by Don Tolman,
Mark Bowen, Wholefood Farmacy Corp., its officers and
subsidiaries."

Whole Living, Inc. -- http://www.thebraingarden.com/-- develops,
manufactures, and distributes all natural products to five
countries and all fifty states.  Pulse, their core product line,
is a blend of all natural ingredients that fight health problems
and diseases associated with poor diets.

Headquartered in Rogersville, Tennessee, Think Again, Inc. (d/b/a
Great American Whole Food Farmacy) --
http://www.wholefoodfarmacy.com/-- is at the forefront of the
emerging health and wellness industry.  The Company's products
include whole foods and Phi Plus.  The Company filed for chapter
11 protection on Dec. 8, 2004 (Bankr. E.D. Tenn. Case No.
04-24141).


TIAA STRUCTURED: Moody's Reviewing Ratings & May Downgrade
----------------------------------------------------------
Moody's Investors Service placed under review for downgrade two
classes of notes issued by TIAA Structured Finance CDO I, Limited:

   * the U.S. $27,500,000 Class B Floating Rate Senior Secured
     Notes, due 2035 (currently rated Aa3); and

   * the U.S. $35,000,000 Class C Fixed Rate Senior Secured Notes,
     due 2035 (currently rated B1).

This transaction closed on December 14, 2000.

According to Moody's, its rating action results primarily from
significant deterioration in the weighted average rating factor of
the collateral pool and overcollateralization ratios.  Moody's
noted that, as of the most recent monthly report on the
transaction, the weighted average rating factor of the collateral
pool is 1321 (500 limit), that over 21% of the collateral pool
currently has a Moody's rating of below Baa3 (10% limit) and that
the Class C overcollateralization ratio is currently 91.64%
(101.5% test) and that each of these attributes has deteriorated
significantly since Moody's prior rating action on this
transaction on October 22, 2004.

Rating Action: Review For Downgrade

Issuer: TIAA Structured Finance CDO I, Limited

Class Description: U.S. $27,500,000 Class B Floating Rate Senior
                   Secured Notes, due 2035

Prior Rating:      Aa3
Current Rating:    Aa3 (under review for downgrade)

Class Description: U.S. $35,000,000 Class C Fixed Rate Senior
                   Secured Notes, due 2035

Prior Rating:      B1
Current Rating:    B1 (under review for downgrade)


TRANSPORTADORA DE GAS: Fitch Releases Report on Debt Exchange
-------------------------------------------------------------
Fitch Ratings has released a full rating report on Transportadora
de Gas del Sur -- TGS, which is available on the Fitch Ratings web
site at http://www.fitchratings.com. Fitch had previously
assigned a 'B-' local and foreign currency rating to the new notes
issued by TGS under its exchange offer.  The international ratings
apply to approximately US$910 million of debt that will be
outstanding after the exchange is consummated and cash payments
are made.  The exchange closed on Dec. 15, 2004.


TRW AUTOMOTIVE: Completes $1.7 Billion Credit Pact Refinancing
--------------------------------------------------------------
TRW Automotive Holdings Corp. (NYSE: TRW) successfully completed
its previously announced credit agreement refinancing.  The
Company refinanced $1.7 billion of its existing $2.0 billion
credit facilities with $1.9 billion of new credit facilities.  The
new facilities consist of:

   -- a $900 million revolving credit facility,
   -- a $400 million tranche A term loan facility, and
   -- a $600 million tranche B term loan facility.

As expected, the Company retained a $300 million tranche E term
loan facility that it closed during November of this year.  The
additional availability under the new facilities resulted from the
increase in the amount of the revolving credit facility.  The
Company also amended certain other terms of the secured credit
facilities, which together with the increased amount of available
liquidity, improves the Company's financial flexibility.

Proceeds from the new credit facilities will be used to refinance
the existing credit facilities and to pay fees and expenses
related to the financing.  The initial draw under the new credit
facilities is expected to occur in January of 2005.

                        About the Company

With 2003 sales of $11.3 billion, TRW Automotive ranks among the
world's top 10 automotive suppliers. Headquartered in Livonia,
Michigan, USA, the Company, through its subsidiaries, employs
approximately 61,000 people in 24 countries. TRW Automotive
products include integrated vehicle control and driver assist
systems, braking systems, steering systems, suspension systems,
occupant safety systems (seat belts and airbags), electronics,
engine components, fastening systems and aftermarket replacement
parts and services. All references to "TRW Automotive", "TRW" or
the "Company" in this press release refer to TRW Automotive
Holdings Corp. and its subsidiaries, unless otherwise indicated.
TRW Automotive news is available on the Internet at
http://www.trwauto.com/


                          *     *     *

As reported in the Troubled Company Reporter on Dec. 08, 2004,
Moody's Investors Service assigned Ba2 ratings for TRW Automotive
Inc.'s $1.9 billion of proposed guaranteed senior secured credit
facilities, which will be utilized to refinance approximately
$1.7 billion of the company's existing credit facilities and also
provide some additional liquidity. Moody's will withdraw the
ratings of any credit facilities that are refinanced upon TRW
Automotive's execution of an amended and restated credit
agreement. These specific ratings were assigned:

   * Ba2 ratings for TRW Automotive's $1.9 billion of proposed new
     guaranteed senior secured credit facilities, consisting of:

      -- $425 million US revolving credit facility due December
         2009;

      -- $425 million global multi-currency revolving credit
         facility due December 2009 (which will also have multiple
         permitted foreign subsidiary borrowers);

      -- $250 million term loan A due December 2009;

      -- $800 million term loan B due June 2012


UAL CORP: Judge Wedoff Says No to Special Agent for Retired Pilots
------------------------------------------------------------------
The United Retired Pilots Benefit Protection Association asks the
United States Bankruptcy Court for the Northern District of
Illinois to appoint an authorized representative to defend the
retired pilots' rights to receive vested pension benefits.  The
URPBPA also wants Court permission to defend the retired pilots'
interests in the Section 1113 process.  The disputed benefits have
accrued under the pilots' tax-qualified and non tax-qualified
defined benefit pension plans.

Frank Cummins, Esq., at LeBoeuf, Lamb, Greene & MacRae, in
Washington, D.C., says the Court indicated that the URPBPA may
intervene in the Section 1113 process.  As a result, the URPBPA
needs a representative to counter the UAL Corporation and its
debtor-affiliates' contravention of the requirements of Section
1113.  The Debtors are trying to unilaterally modify the rights of
thousands of retired pilots.  The retired pilots are entitled to
receive collectively bargained, vested pension benefits.  With the
Debtors' legal and financial firepower, the URPBPA needs an
authorized representative to fight for the vulnerable retired
pilots.  With so much at stake, the retired pilots should not be
condemned to the sidelines as their financial futures are debated
and, perhaps, eviscerated.

                          *     *     *

Judge Wedoff denies the Motion.

Headquartered in Chicago, Illinois, UAL Corporation --
http://www.united.com/-- through United Air Lines, Inc., is the
holding company for United Airlines -- the world's second largest
air carrier.  The Company filed for chapter 11 protection on
December 9, 2002 (Bankr. N.D. Ill. Case No. 02-48191).  James H.M.
Sprayregen, Esq., Marc Kieselstein, Esq., David R. Seligman, Esq.,
and Steven R. Kotarba, Esq., at Kirkland & Ellis, represent the
Debtors in their restructuring efforts.  When the Debtors filed
for protection from their creditors, they listed $24,190,000,000
in assets and $22,787,000,000 in debts.  (United Airlines
Bankruptcy News, Issue No. 70; Bankruptcy Creditors' Service,
Inc., 215/945-7000)


UAL CORP: Retired Pilots Assoc. Wants to Conduct Discovery
----------------------------------------------------------
The United Retired Pilots Benefit Protection Association asks
Judge Wedoff to compel discovery from the UAL Corporation and its
debtor-affiliates.  The URPBPA seeks information on:

  a) proposals exchanged between the Debtors and the Air Line
     Pilots Association regarding termination or modification of
     the defined benefit plan of the retired pilots;

  b) the Debtors' business plan and the report by Bridge
     Associates; and

  c) actuarial information relating to the defined benefit plan
     for retired pilots.

On December 2, 2004, the URPBPA's counsel wrote sent the Debtors'
counsel discovery requests.  After receiving no response, on
December 6, 2004, the URPBPA's counsel sent the Debtors' counsel a
follow-up letter.  James H.M. Sprayregen, Esq., at Kirkland &
Ellis, responded that in deference to the ALPA's wishes, the
Debtors would not produce any documents or proposals that involved
the ALPA.  Mr. Sprayregen also refused to provide the Bridge
Report.  However, Mr. Sprayregen agreed to comply with all other
URPBPA requests.  On December 10, 2004, the Debtors sent the
URPBPA a confidentiality agreement, which the URPBPA has signed.

Jack J. Carriglio, Esq., at Meckler, Bulger & Tilson, explains
that the retired pilots are not represented by a union.  As a
result, the United States Bankruptcy Court for the Northern
District of Illinois told the retired pilots that they would be
allowed to participate in the Section 1113 hearing on January 10,
2005.  However, the URPBPA cannot meaningfully participate in the
hearing without adequate information.  Since the Debtors will not
provide the requested information, Mr. Carriglio argues that the
Court should compel the Debtors to do so.

                            Objections

(1) IAM

The International Association of Machinists and Aerospace Workers
wants the Bridge Report guarded.  Sharon L. Levine, Esq., at
Lowenstein Sandler, in Roseland, New Jersey, contends that the
Bridge Report was prepared before the Debtors formulated their
business plan.  Therefore, the Debtors did not use the Bridge
Report's findings to calculate the proposed reduction in wages and
benefits under Section 1113 of the Bankruptcy Code.  The URPBPA
can procure the business plan and the accompanying structural
assumptions through the Section 1113 process, which includes
appropriate discovery requests.

Bridge Associates was retained as part of an agreement with the
IAM and other unions, whereby the IAM withdrew its request for
appointment of a Chapter 11 trustee.  Ms. Levine asserts that
maintaining the confidentiality of the Bridge Report was an
integral component of the agreement between the Debtors and their
unions.  The Court should not alter the stipulations of that
negotiated agreement.

The Bridge Report constitutes undiscoverable material.  The
Report's contents are facts or opinions held by a non-testifying
expert that are immune from discovery under Rule 26(b)(4)(B) of
the Federal Rules of Civil Procedure.  Under this Rule, the
Bridge Report becomes discoverable only if the URPBPA can
demonstrate exceptional circumstances, which it cannot.

Nothing prevents the URPBPA from hiring its own expert to examine
the source documents and performing a similar feasibility
analysis, Ms. Levine tells Judge Wedoff.  The IAM will be happy to
provide the URPBPA with an executive summary of the Bridge Report.
Otherwise, the Motion should be denied.

(2) Debtors

James H.M. Sprayregen, Esq., at Kirkland & Ellis, says that the
Debtors have provided enough information to the URPBPA, namely a
copy of the business plan and related actuarial information.  The
ALPA insisted on keeping the Bridge Report confidential.

Mr. Sprayregen invited the URPBPA to contact the ALPA directly.
This makes the URPBPA's request premature because, as far as the
Debtors know, the URPBPA has not contacted the ALPA.  This
indicates that the URPBPA has other options besides running to the
Court.

Mr. Sprayregen argues that the documents relating to the ALPA
proposals bear no relationship to the URPBPA's participation in
the Section 1113 process.  The goal of the Section 1113 process is
to foster consensual negotiations between the Debtors and the
unions.  If third parties are allowed to listen in, the
negotiation process could be chilled.  The URPBPA's only role is
to ensure that its right to object to pension termination is not
negatively impacted.

The Bridge Report was negotiated with the explicit understanding
that it would remain confidential.  The Debtors agreed to provide
the URPBPA with the Business Plan, which is the source document
that the Bridge Report is based on.  The URPBPA cannot complain
about the absence of the Bridge Report when it is receiving the
underlying source document.

(3) AFA

At the Court's urging, the Association of Flight Attendants and
International Association of Machinists and Aerospace Workers
withdrew their request for appointment of a Chapter 11 trustee,
pursuant to a settlement agreement with the Debtors.  Partially in
exchange, the Debtors contracted Bridge Associates to prepare a
report on the business plan.  Bridge's retention letter expressly
provides that all related information is confidential.

Robert S. Clayman, Esq., at Guerrieri, Edmond & Clayman, in
Washington, D.C., argues that the same considerations apply to the
enforcement of the confidentiality agreement governing the Bridge
Report that apply to the enforcement of a protective order.  If
the Bridge Report becomes discoverable, parties will be dissuaded
from reaching similar settlements in the future.

                         URPBPA Responds

"None of the arguments advanced by United, IAM or AFA are
sufficient to preclude production of [the Bridge] report," Jack
J. Carriglio, Esq., at Meckler, Bulger & Tilson, asserts.  There
is no provision in the Bridge retention letter that addresses
document disclosure through the discovery process.  The URPBPA has
entered into a confidentiality agreement with the Debtors,
assuring that it will not disseminate the Bridge Report in a
manner contrary to the agreement.  Therefore, the Debtors should
be compelled to provide the Report.

Headquartered in Chicago, Illinois, UAL Corporation --
http://www.united.com/-- through United Air Lines, Inc., is the
holding company for United Airlines -- the world's second largest
air carrier.  The Company filed for chapter 11 protection on
December 9, 2002 (Bankr. N.D. Ill. Case No. 02-48191).  James H.M.
Sprayregen, Esq., Marc Kieselstein, Esq., David R. Seligman, Esq.,
and Steven R. Kotarba, Esq., at Kirkland & Ellis, represent the
Debtors in their restructuring efforts.  When the Debtors filed
for protection from their creditors, they listed $24,190,000,000
in assets and $22,787,000,000 in debts.  (United Airlines
Bankruptcy News, Issue No. 70; Bankruptcy Creditors' Service,
Inc., 215/945-7000)


US AIRWAYS: Cost-Savings Ratification to Cut $137 Million Annually
------------------------------------------------------------------
US Airways' approximately 5,600 airport customer service and
reservations call center employees, represented by the
Communications Workers of America, ratified a cost-savings
agreement that will reduce US Airways' costs by approximately
$137 million annually.  The bankruptcy court must approve the new
agreement.

The agreement passed by a 60 percent margin.  US Airways has
approximately 3,900 airport customer service employees and
approximately 1,700 employees in reservations in Pittsburgh and
Winston-Salem, North Carolina.

"This ratification is very important to our future success as it
shows our ability to work collaboratively with our employees
toward common goals and solutions.  Today, we have drawn much
closer to becoming a stronger, more competitive airline," said
Jerrold A. Glass, US Airways senior vice president of employee
relations.  "I applaud our passenger service employees for making
this very difficult decision and ratifying this agreement."

US Airways has ratified agreements with the Air Line Pilots
Association and the three units of the Transport Workers Union.  A
tentative agreement was reached on Dec. 16, 2004, with the
Association of Flight Attendants.  A ratification decision is
expected on Jan. 5, 2005.  Negotiations continue with the
International Association of Machinists' mechanics and related,
fleet service workers, and maintenance training specialists.

Headquartered in Arlington, Virginia, US Airways' primary business
activity is the ownership of the common stock of:

      * US Airways, Inc.,
      * Allegheny Airlines, Inc.,
      * Piedmont Airlines, Inc.,
      * PSA Airlines, Inc.,
      * MidAtlantic Airways, Inc.,
      * US Airways Leasing and Sales, Inc.,
      * Material Services Company, Inc., and
      * Airways Assurance Limited, LLC.

Under a chapter 11 plan declared effective on March 31, 2003,
USAir emerged from bankruptcy with the Retirement Systems of
Alabama taking a 40% equity stake in the deleveraged carrier in
exchange for $240 million infusion of new capital.

US Airways and its subsidiaries filed another chapter 11 petition
on September 12, 2004 (Bankr. E.D. Va. Case No. 04-13820).  Brian
P. Leitch, Esq., Daniel M. Lewis, Esq., and Michael J. Canning,
Esq., at Arnold & Porter LLP, and Lawrence E. Rifken, Esq., and
Douglas M. Foley, Esq., at McGuireWoods LLP, represent the Debtors
in their restructuring efforts. In the Company's second
bankruptcy filing, it lists $8,805,972,000 in total assets and
$8,702,437,000 in total debts.


USGEN CORP: Sells Hydro Assets to TransCanada for US$505 Million
----------------------------------------------------------------
USGen New England, Inc., and an affiliate of TransCanada
Corporation (TSX:TRP) (NYSE:TRP) announced that TransCanada will
purchase hydroelectric generation assets with a total generating
capacity of 567 megawatts -- MW -- for $505 million US in cash,
subject to adjustment.  No qualified competing bids were received
by the court-ordered deadline so the auction originally scheduled
for today did not take place.

The purchase is subject to the sale of the 49 MW Bellows Falls
hydroelectric facility to the Vermont Hydroelectric Power
Authority, which will result in a $72 million US reduction in
purchase price.

The sale, previously announced in September 2004, is now pending a
bankruptcy court hearing scheduled for Dec. 15, 2004.  Other
regulatory approvals and conditions also will need to be met prior
to closing.

The assets include generating systems on two rivers in New
England:

     * the 484 MW Connecticut River system in New Hampshire and

     * Vermont and the 83 MW Deerfield River system in
       Massachusetts and Vermont.

The systems include 13 dams with 41 hydroelectric generating
units.  On a ten-year average, the generating systems produced
approximately 1.4 million MW-hours of electricity annually.  The
output is not subject to long-term contracts.

The Town of Rockingham has an option agreement with USGen New
England to purchase the Bellows Falls facility for $72 million US.
On Dec. 7, 2004, the Town exercised the option and assigned its
rights to the Vermont Hydroelectric Power Authority.  Should the
Bellows Falls transaction close, TransCanada's acquisition will
exclude that facility and the purchase price will be reduced to
US$433 million.

The transaction is expected to close in the first half of 2005.
TransCanada will finance the acquisition in a manner consistent
with maintaining its solid financial position and credit ratings.
TransCanada expects the transaction to be immediately accretive to
earnings and cash flow.

TransCanada is a leading North American energy company.
TransCanada is focused on natural gas transmission and power
services with employees who are expert in these businesses.
TransCanada's network of approximately 41,000 kilometres (25,600
miles) of pipeline transports the majority of Western Canada's
natural gas production to the fastest growing markets in Canada
and the United States.  TransCanada owns, controls or is
constructing more than 4,700 megawatts of power generation - an
amount of power that can meet the needs of about 4.7 million
average households.  The Company's common shares trade under the
symbol TRP on the Toronto and New York stock exchanges.  Visit
TransCanada on the Internet at http://www.transcanada.com/for
more information.

Headquartered in Bethesda, Maryland, USGen New England, Inc., an
affiliate of PG&E Generating Energy Group, LLC, owns and operates
several electric generating facilities in New England and
purchases and sells electricity and other energy-related products
at wholesale.  The Debtor filed for Chapter 11 protection on July
8, 2003 (Bankr. D. Md. Case No. 03-30465).  John E. Lucian, Esq.,
Marc E. Richards, Esq., Edward J. LoBello, Esq., and Craig A.
Damast, Esq., at Blank Rome, LLP, represent the Debtor in their
restructuring efforts.  When it sought chapter 11 protection, the
Debtor reported assets amounting to $2,337,446,332 and debts
amounting to $1,249,960,731.


VERTIS INC: Obtains New $200 Million Revolver with GE and BofA
--------------------------------------------------------------
Vertis, Inc., a leading provider of targeted advertising, media
and marketing services, has entered into a $200 million, four-year
revolving credit agreement.  The credit facility, led by GE
Commercial Finance as Agent and Lead Arranger and Bank of America,
N.A., as Documentation Agent and Joint-Lead Arranger, replaces the
Company's existing credit facility scheduled to expire in December
2005.

The new facility reduces borrowing costs by 75 basis points and
increases Vertis' financial flexibility by eliminating leverage
and interest rate coverage covenants.  The new credit agreement
includes a minimum EBITDA covenant.  The availability is subject
to the Company's level of qualified receivables, inventories and
fixed assets.  As a result of this financing, unamortized deferred
debt costs of $1.8 million will be charged to expense in the
fourth quarter.  Like the facility it replaces, the new facility
is secured by substantially all of the assets of Vertis, including
the stock and assets of its domestic and foreign subsidiaries who
are guarantors of the facility.

"We are pleased with the successful closing of this new credit
facility, well in advance of the expiration of the existing
facility.  The financial flexibility and lower interest rates are
extremely valuable as we move forward to grow the business," said
Dean D. Durbin, Vertis' President and CFO.  "We appreciate the
continued support Vertis has received in the lender community."

                         ABOUT VERTIS

Vertis is a leading provider of targeted advertising, media, and
marketing services that drive consumers to marketers more
effectively.  Its comprehensive products and services range from
consumer research, audience targeting, creative services, and
workflow management to targeted advertising inserts, direct mail,
interactive marketing, packaging solutions, and digital one-to-one
marketing and fulfillment.  Headquartered in Baltimore, Maryland,
with facilities throughout the U.S. and the U.K., Vertis --
http://www.vertisinc.com-- combines best-in-class technology,
creative resources and innovative production to serve the targeted
marketing needs of companies worldwide.

At Sept. 30, 2004, Vertis, Inc.'s balance sheet showed a
$349,466,000 stockholders' deficit, compared to a $342,198,000 at
Dec. 31, 2003.


VICORP RESTAURANTS: Reports $700K Net Loss for 4th Quarter 2004
---------------------------------------------------------------
VICORP Restaurants, Inc., announced financial results for its
fiscal fourth quarter ended October 28, 2004.  Net revenues for
the fourth quarter of 2004 were $115.9 million, a 0.2% increase
from net revenues of $115.7 million reported in the fourth quarter
of 2003.  Comparable restaurant sales for the fourth quarter of
2004 declined 0.6% versus the previous year's fourth quarter.  The
net loss for the fourth quarter of 2004 was $700,000, which
included a pre-tax charge of $3.2 million related to the
settlement of litigation, versus a net loss of $0.4 million in the
comparable period of 2003, which included $1.1 million of pre-tax
expenses associated with the purchase of us by VI Acquisition
Corp.

Adjusted earnings before interest, taxes, depreciation and
amortization for the fourth quarter of 2004 was $12.2 million, a
25.8% increase from the $9.7 million Adjusted EBITDA for the
fourth quarter of 2003.

Net revenues for the fiscal year ended October 28, 2004, were
$399.7 million, an increase of 3.2% over the $387.2 million
reported in the comparable period ended October 26, 2003.
Comparable restaurant sales for fiscal 2004 increased 0.4% over
the same period of 2003.  Net income for the fiscal year ended
October 28, 2004, was $7000,000, which included the pre-tax
litigation settlement charge of $3.2 million and pre-tax debt
extinguishment costs totaling $6.9 million, versus a net loss in
the comparable period in 2003 of $1.6 million, which included
$17.2 million of pre-tax debt extinguishment and transaction
expenses associated with the purchase of us by VI Acquisition
Corp.  Adjusted EBITDA for fiscal 2004 was $42.1 million, a 6.0%
increase from Adjusted EBITDA of $39.7 million for the comparable
period of 2003.

During the fourth quarter VICORP Restaurants, Inc., established a
reserve of $3.2 million in connection with its agreement in
principle to settle two previously disclosed class-action
lawsuits.  The proposed settlements represent the resolution of
litigation proceedings that were initiated against the Company in
October 2003 and May 2004 for claims arising out of the Company's
alleged violation of California law with regard to rest and meal
periods, bonus calculations and employee classifications.  The
parties in both lawsuits are in the process of finalizing the
settlement, which is subject to approval of the court.

Under the terms of the proposed settlements, the Company has
agreed to pay up to an aggregate of $6.55 million for the alleged
claims and associated legal fees.  The Company's parent has filed
a lawsuit seeking indemnification for all of the damages related
to such litigation under the purchase agreement dated June 14,
2003, pursuant to which the Company was acquired.  While the
Company believes that its claims are meritorious and that it will
prevail, in the event the Company does not fully prevail on its
indemnification claims, management estimates that the Company's
maximum exposure under the settlement agreements is the $3.2
million amount reserved.

All operating divisions (company-owned restaurants, franchise
operations and VICOM) contributed to the increase in Adjusted
EBITDA in the fourth quarter of 2004 versus the comparable quarter
of 2003, with the company-owned restaurants contributing most
significantly to the improvement.  All company-owned restaurant
divisions showed quarter-over-quarter improvement in both Adjusted
EBITDA and Adjusted EBITDA margin, however, the Village Inn
division was the predominant driver of the quarter's increases.

Company restaurant operating margins improved due to lower
restaurant operating expenses and lower food cost, both as a
percentage of restaurant sales.  The improvement in percentage
restaurant operating expenses was driven by decreased advertising
spending as well as by lower utility costs throughout the quarter.
In addition, restaurant-level commodity cost pressures moderated
during the fourth quarter, leading to a 0.6% improvement in
percentage food cost.

Debra Koenig, CEO, commented: "Our operating results were ahead of
our expectations for the quarter.  We are pleased with the
strength of our Village Inn brand, which had positive comparable
restaurant sales of 1.7% in the fourth quarter of 2004 versus the
comparable quarter of 2003.  The Bakers Square same store sales
were disappointing, declining by 2.3%; however, the decline was an
improvement sequentially over the third quarter comparable sales
performance.  We are pleased to report that the first phase of our
broad-based Bakers Square brand re-positioning review has been
completed.  In fiscal 2005, we expect to refine the changes to the
brand and to initiate selective market trials.  During the
quarter, we opened four new restaurants, bringing the total of new
restaurants opened in fiscal 2004 to seven, and closed four under-
performing locations whose leases had expired.  Consistent with
our stated long-term strategy, we plan to open 23 to 27 new
restaurants throughout fiscal 2005, predominantly under the
Village Inn brand and exclusively in our existing markets."

               Factors Affecting Comparability
              and Non-GAAP Financial Information

On June 13, 2003, Midway Investors Holdings, the previous parent
company of VICORP, was purchased by VI Acquisition Corp., a newly
created holding company.  The application of purchase accounting
rules required us to re-value our assets and liabilities at the
acquisition date, which resulted in different accounting bases
being applied in different periods.  Because of this change of
accounting bases, we do not show combined results for the year
ended October 26, 2003, in our consolidated financial statements
prepared in accordance with accounting principles generally
accepted in the United States.  However, we have included
additional non-GAAP schedules that combine the information
prepared on different bases to provide combined information for
the year ended October 26, 2003.  Such combined information is not
necessarily comparable to the information presented for year ended
October 28, 2004.

Our fiscal year, which historically ended on the last Sunday in
October, is comprised of 52 or 53 weeks divided into four fiscal
quarters of 12 or 13, 12, 12, and 16 weeks.  Beginning January 22,
2004, we changed our fiscal year so that it ends on the Thursday
nearest to October 31 of each year.  This increased the first
quarter in fiscal 2004 by an extra four days (88 days in the first
quarter of fiscal 2004 versus 84 days in the first fiscal quarter
of 2003).  This change was made to facilitate restaurant
operations by moving the end of our fiscal periods and weekly
reporting and payroll periods away from weekends when our
restaurants are busier.

We believe that, in addition to other financial measures, earnings
before interest, taxes, depreciation and amortization, "EBITDA"
and "Adjusted EBITDA" are appropriate indicators to assist in the
evaluation of our operating performance because they provide
additional information with respect to our ability to meet our
future debt service, capital expenditures and working capital
needs and are used by securities analysts and others in evaluating
companies in our industry.

However, "EBITDA" and "Adjusted EBITDA" are not prescribed terms
under accounting principles generally accepted in the United
States, do not directly correlate to cash provided by or used in
operating activities and should not be considered in isolation,
nor as an alternative to more meaningful measures of performance
determined in accordance with accounting principles generally
accepted in the United States.  Because "EBITDA" and "Adjusted
EBITDA" are not calculated in the same manner by all companies,
they may not be comparable to other similarly titled measures of
other companies.  Refer to the accompanying Combined Consolidated
Statements of Operations for a reconciliation of these non-GAAP
financial performance measures to the GAAP measures and other
information.

                     About VICORP Restaurants, Inc.

Headquartered in Denver, Colorado, VICORP Restaurants, Inc.,
operates family-dining restaurants under two proven and well-
recognized brands, Village Inn and Bakers Square.  VICORP, founded
in 1958, has 377 restaurants in 25 states, consisting of 274
company-operated restaurants and 103 franchised restaurants.
Village Inn is known for serving fresh breakfast items throughout
the day, and we have also successfully leveraged its strong
breakfast heritage to offer traditional American fare for lunch
and dinner.  Bakers Square offers delicious food for breakfast,
lunch and dinner complimented by its signature pies, including
dozens of varieties of multi-layer specialty pies made from
premium ingredients.

                             *    *    *

As previously reported in the Troubled Company Reporter on, Mar.
31, 2004, Standard & Poor's Ratings Services assigned its 'B'
rating to family dining restaurant operator VICORP Restaurant
Inc.'s proposed $150 million senior unsecured note offering due
2011.  The notes will be issued under Rule 144A with registration
rights.  The proceeds will be used to repay $131 million of
existing debt and for a $25 million dividend to equity holders.
Standard & Poor's also assigned its 'B+' corporate credit rating
to the company.  The outlook is stable.

The notes are rated one notch below the corporate credit rating
because of the significant priority debt ahead of the notes.


VIRGINIA EQUINE: Moody's Affirms B2 Rating on $15.7M Bonds
----------------------------------------------------------
Moody's Investors Service affirmed the B2 rating on the Virginia
Equine Center Foundation's $15.7 million Series 2001 bonds issued
through the Rockbridge County Industrial Development Authority.
The outlook for the rating remains negative, reflecting the
Center's thin balance sheet and operations, which do not cover
projected peak debt service.

Credit strengths are:

   (1) growth in earned revenue from horse shows, concerts and
       other events,

   (2) recent enactment of a 2% lodging tax to benefit the Center,
       which management believes could generate $300K annually,

   (3) recent announcement of a $1 million federal grant to
       benefit the Center, although it is unclear when the Center
       will receive the funds, or whether the grant will have any
       specific restrictions on use.

Credit challenges are:

   (1) earned revenue from horse shows and events do not cover
       debt service;

   (2) state appropriations do not cover increase in debt service
       caused by the issuance of the 2001 bonds;

   (3) expanding fundraising to establish reserves and cash flow
       to help the Center meet its debt service obligations;

   (4) Bullet principal payment of $1.5 million comes due in July
       2005.

                  Recent Developments/Results

The Center closed out FY2004 with a deficit of -9% or about $400K
by Moody's measures, reflecting the increase in debt service after
the 2001 bond issue and the non-appropriation of state funds to
support the increase in debt service.

For FY2005, the Center is projecting growth in its earned revenue
from horse shows and events, and the receipt of about $890K in
state funds.  While this state appropriation will still not cover
full debt service on the Series 2001 bonds, it is still a
favorable result, given that last year the state proposed a
schedule of declining annual support to the Center.

The next debt service payment of $524K in interest is scheduled
for January 15, 2005.  The Center expects to make this payment
through a combination of state appropriations ($154K), transfers
of cash on hand and pledge payments on gifts from the Center's
affiliated private foundation ($161K), earnings on the debt
service reserve fund ($134K), and proceeds from a recently enacted
county and city lodging tax ($75K).  Management believes that the
proceeds of the lodging tax may come in higher, which could reduce
the use of the other funds.

The Center's ability to pay or refinance the bullet principal
maturity of $1.3 million in July 2005 (FY06) remains somewhat
uncertain, although the Center is exploring several options.
These options including refinancing with a local bank (management
reports the Center has received a commitment letter), applying
proceeds of a recently announced $1 million federal grant to the
payment, and another private source of support, among other
possible options.  Management indicates that the debt service
reserve fund for the bonds remains fully funded at slightly under
$1.47 million.

                            Outlook

The Center's rating outlook is negative. Moody's will review the
rating again by early Spring 2005, in order to assess the Center's
ability to meet the debt service payments due in July.

               What Could Change the Rating - UP

A substantial increase in financial resources and revenue to
support debt service are factors that could contribute to
improvement in credit quality.

              What Could Change the Rating - DOWN

An inability to identify revenue streams to make debt service
payments due in July 2005 and beyond would likely lead to a rating
downgrade.

                      Key Data and Ratios
                 FY 2004 Financial Information
                     Center and Foundation

Expendable Resources to Pro Forma Debt: 0.09 times
Expendable Resources to Operations:     0.30 times
Operating Margin:                       -9.3%


VIVENDI UNIVERSAL: Plans to Redeem Outstanding High Yield Notes
---------------------------------------------------------------
Vivendi Universal (Paris Bourse: EX FP; NYSE: V) intends to redeem
all of its outstanding high yield notes totaling approximately
EUR400 million in principal amount.  Redemption is expected to
occur on Jan. 21, 2005.  Vivendi Universal will send a formal
Notice of Redemption to all holders of the notes to be redeemed
setting forth the details of the proposed redemption.

After the sale of 15% of Veolia Environnement, this transaction
demonstrates Vivendi Universal's ongoing commitment towards the
efficient use of funds.

This transaction follows and completes the June 2004 purchase of
high yield notes.  Following the completion of this transaction,
none of the high yield notes issued by Vivendi Universal will
remain outstanding.

                        About the Company

Headquartered in Los Angeles, Vivendi Universal Games is
a leading global developer, publisher and distributor of multi-
platform interactive entertainment. Its development studios and
publishing labels include Blizzard Entertainment, Sierra
Entertainment, Fox Interactive and Massive Entertainment. VU
Games' library of over 700 titles features multi-million unit
selling properties such as Warcraft, StarCraft and Diablo from
Blizzard; Crash Bandicoot, Spyro The Dragon, Ground Control,
Tribes and Leisure Suit Larry.

                          *     *     *

As reported in the Troubled Company Reporter on Oct. 28, 2004,
Standard & Poor's Ratings Services withdrew its 'BB+' corporate
credit rating on U.S.-based media company Vivendi Universal
Entertainment LLLP and its 'BBB-' senior secured bank loan rating
following the repayment of the rated bank debt with unrated,
unsecured bank loans. The ratings are removed from CreditWatch,
where they were placed September 3, 2003.


WEIRTON STEEL: Trustee Wants to Terminate Sale Agreement with DNI
-----------------------------------------------------------------
On June 22, 2004, the United States Bankruptcy Court for the
Northern District of West Virginia approved an asset purchase
agreement between Weirton Steel Corporation and D.N.I.
International, Inc.  DNI agreed to purchase Weirton's Can Line,
Machine Shop, Heat Treat and other assets for $510,000.

Pursuant to the Purchase Agreement, Weirton was required to
disconnect the purchased assets from air, water, gas and
electrical sources prior to removal by DNI.  The Agreement also
provided that DNI will:

    -- close on the sale on the 10th day after the entry of the
       Sale Order;

    -- remove all of the assets subject to the Agreement, within
       120 days after entry of the DNI Sale Order; and

    -- issue an irrevocable and unconditional letter of credit to
       Weirton in the amount of the purchase price to serve as
       surety for the purchase price.

According to Mark E. Freedlander, Esq., at McGuireWoods, LLP, in
Pittsburgh, Pennsylvania, despite repeated demands by Weirton and
subsequently by the Weirton Steel Corporation Liquidating
Trustee, DNI failed or refused to issue the letter of credit and
close on the sale transaction.

The Liquidating Trustee relates that DNI removed and sold certain
of the assets subject to the Agreement without remitting its
proceeds to Weirton or the Liquidating Trustee, thus, constituting
conversion.

Mr. Freedlander tells the Court that Weirton and the Liquidating
Trustee have incurred significant fees of legal counsel and
engineers with respect to the DNI sale as a result of DNI's
failure to close the Agreement.

The Liquidating Trustee is in the final stages of resolving and
making payment in full to allowed administrative claims, priority
claims and other claims.  The Liquidating Trustee expects to make
distributions to allowed general unsecured claims of at least 4%.

DNI's failure to close on the Agreement and the Liquidating
Trustee's corresponding inability to mitigate damages and sell the
assets to a third party may significantly impact distributions and
the timing of the distributions to allowed general unsecured
claims.

The Liquidating Trustee believes that parties other than DNI may
be interested in acquiring the assets subject to the Agreement and
the DNI Sale Order.

Accordingly, the Liquidating Trustee asks the Court to terminate
the Asset Purchase Agreement with DNI effective immediately.  The
Liquidating Trustee reserves all rights to subsequently seek
damages from DNI.

Headquartered in Weirton, West Virginia, Weirton Steel Corporation
was a major integrated producer of flat rolled carbon steel with
principal product lines consisting of tin mill products and sheet
products. The company was the second largest domestic producer of
tin mill products with approximately 25% of the domestic market
share. The Company filed for chapter 11 protection on May 19,
2003 (Bankr. N.D. W. Va. Case No. 03-01802). Judge L. Edward
Friend, II administers the Debtors cases. Robert G. Sable, Esq.,
Mark E. Freedlander, Esq., David I. Swan, Esq., James H. Joseph,
Esq., at McGuireWoods LLP represent the Debtors in their
liquidation. Weirton sold substantially all of its assets to
Wilbur Ross' International Steel Group. Weirton's confirmed Plan
of Liquidation became effective on Sept. 8, 2004. (Weirton
Bankruptcy News, Issue No. 39; Bankruptcy Creditors' Service,
Inc., 215/945-7000)


WESCO DISTRIBUTION: Moody's Lifts Senior Unsecured Rating to B1
---------------------------------------------------------------
Moody's Investors Service raised the rating of WESCO Distribution,
Inc., as follows;

Ratings Upgraded:

   * Senior implied upgraded to Ba3 from B1

   * Senior unsecured issuer rating upgraded to B1 from B2

   * US$300 million, 9.125% guaranteed senior subordinated notes,
     due June 1, 2008 upgraded to B2 from B3

   * US$100 million, 9.125% guaranteed senior subordinated notes,
     due June 1, 2008 upgraded to B2 from B3

The outlook is stable.

Moody's rating action was prompted by WESCO's improved credit
statistics, which are a result of lower debt levels and improved
operating performance, and the expectation that the company will
reduce debt further over near term.  The ratings also reflect the
company's geographic reach, product breadth, minimal capital
requirements, and relatively extensive base of both customers and
suppliers.  However, the ratings incorporate the potential for
acquisitions given the fragmented nature of the industry in which
WESCO operates, relatively high level of supplier concentration,
significant amount of intangibles, and the short term of its
accounts receivables securitization facility.

WESCO's recent operating performance has progressively improved
due to continued growth in integrated supply and national
accounts, a pick-up in the day-to-day MRO business (stock fill-
in), and the more recent gains in the small to medium sized
project business.  Although the company has not seen a meaningful
improvement in the large more complex longer lead-time projects,
the company believes improvement may begin by mid 2005.  Margins
have also improved as a result of a continued focus on cost
reductions, in part through the company's LEAN initiatives, and
the ability to pass through higher material prices (copper,
steel).

A further strengthening in credit metrics will come from
additional debt reductions that will be funded from a recently
completed equity offering.  Proceeds of approximately $100 million
received from the sale of 4 million shares of WESCO common equity
will be used to tender for an equal amount of the company's 9.125%
notes in the first quarter of 2005.  WESCO's equity investors,
Cypress Partners, and management will also being selling secondary
shares, which will reduce Cypress Partners aggregate ownership
interest to 31% from 46%.

On September 30, 2004, total debt, adjusted for the A/R
securitization, was approximately $728 million, down from over
$900 million in the same period in 2001, with LTM EBITDA of
approximately $156 million.  As a result, leverage improved on an
adjusted debt to LTM EBITDA basis to approximately 4.7x from about
6.4x for the same prior year period, while coverage increased to
over 3.5x.  The improvement was largely driven by stronger
operating earnings, despite an increase in adjusted debt levels of
about $100 million related to higher A/R securitization for
increased working capital needs.  After incorporating the
additional debt reduction from the proceeds of the equity
offering, leverage should fall below 4.0x on a pro forma basis.

Initially the proceeds from the equity offering will be used to
reduce the outstanding balance on the A/R facility with the
intention of repurchasing the 9.125% notes in January 2005.
Although this will increase near-term availability under the A/R
facility, WESCO's primary source of liquidity going forward will
remain the $200 million revolving credit facility (not rated).  As
of September 30, 2004, there were no borrowings under the facility
and minimal outstanding letters of credit.  There are no financial
covenants until availability falls below $50 million at which
point a fixed charge covenant would be tested.  However, with the
$190 million, 364 day A/R securitization facility fully drawn and
expiring in October 2005, liquidity could be a concern if WESCO
were unable to renew the facility and the amount outstanding at
maturity of the A/R facility exceeded the availability under the
bank revolver.  These liquidity arrangements are somewhat
aggressive and may preclude a further improvement in ratings.

Despite having a reasonable position for various products compared
to its peers, the industries in which WESCO operates continues to
be highly fragmented.  In 2003, the four national distributors in
the electrical distribution sector, including WESCO, accounted for
only 17% of total industry sales.  As a result of such
fragmentation, consolidation has been a natural avenue of growth
for many companies such as WESCO, which itself completed
25 acquisitions from 1995 to 2001.  In aggregate, these
acquisitions accounted for roughly $1.3 billion of 2003 total
revenues and also generated approximately $400 million of balance
sheet intangibles resulting in negative tangible book equity.  The
last acquisition for WESCO occurred in 2001, and although the
company expects to resume acquisitions in the future, Moody's
expects that future acquisitions will be smaller tuck-ins and will
not threaten ratings.

The stable outlook reflects Moody's expectation that WESCO's
operating performance will continue to improve resulting in a
continued strengthening of credit metrics, with sustainable
leverage below 4.0x, coverage exceeding 3.5x, and retained cash
flow (before working capital) to total adjusted debt of at least
10% to 15%.  The outlook also incorporates Moody's view that the
company will be successful in renewing its A/R securitization
facility or will improve its liquidity through longer-term
financings.  Factors that would negatively impact the ratings
and/or outlook would be deterioration in credit statistics or
liquidity due to acquisitions, competitive pressures, an inability
to renew its A/R facility or pass through price increases, or the
loss of a significant customer.

WESCO Distribution, Inc., headquartered in Pittsburgh,
Pennsylvania, is a leading North American provider of electrical
construction products and electrical and industrial maintenance,
repair and operating supplies.


WESTAR ENERGY: Debt Reduction Plan Cues Fitch to Revise Outlook
---------------------------------------------------------------
Fitch Ratings has revised the Rating Outlook for Westar Energy --
WE -- and its wholly-owned electric utility subsidiary, Kansas Gas
and Electric Co. -- KGE, to Positive from Stable.  Fitch has also
affirmed WE's and KGE's:

Westar Energy:

     -- Senior secured debt 'BBB-'
     -- Senior unsecured debt 'BB+'
     -- Preferred stock 'BB-'

Kansas Gas and Electric Co.:

     -- Senior secured 'BBB-'.

The ratings and Outlook revision to Positive recognize WE's
improved financial and business risk profile as a result of the
completion of management's debt reduction plan and the expectation
that the utility's credit metrics will continue to strengthen in
2005 and beyond.  The Positive Outlook assumes the utility's rates
will not be meaningfully reduced in its upcoming rate case, given
the company's modest returns on equity and relatively weak
financial metrics, and the continuation of a reasonable regulatory
environment in the long-term.  The upcoming general rate case
filing was stipulated in a Kansas Corporation Commission -- KCC --
approved settlement agreement that adopted WE's debt restructuring
plan.

Under the debt reduction plan, which was approved by the KCC, WE
sold its ownership interests in its natural gas and monitored
alarm businesses in order to focus on its core electric utility
operation.  The proceeds from the transactions and a common equity
offering completed earlier this year were used to reduce debt.
Importantly, current management, which took the helm of the
company in November 2002, has normalized its relationship with
state regulators, while reducing consolidated balance sheet debt.
Debt on WE's balance sheet declined to $1.7 billion at September
2004 from more than $3 billion at December 2002, exclusive of non-
recourse debt of $570 million related to its monitored alarm
business.

The primary concern for WE investors in the near- to intermediate-
term is the potential for a rate cut in the utility's required
2005 KCC general rate case.  The rate case is to be filed in May
2005, based on a calendar 2004 test year.  A final KCC order is
anticipated by the end of 2005 to be effective Jan. 1, 2006.


* BOND PRICING: For the week of December 20 - December 24, 2004
--------------------------------------------------------------

Issuer                                Coupon   Maturity  Price
------                                ------   --------  -----
Adelphia Comm.                         3.250%  05/01/21    22
Adelphia Comm.                         6.000%  02/15/06    21
AMR Corp.                              4.500%  02/15/24    75
AMR Corp.                             10.200%  03/15/20    71
Applied Extrusion                     10.750%  07/01/11    57
Armstrong World                        6.350%  08/15/03    73
Bank New England                       8.750%  04/01/99    18
Burlington Northern                    3.200%  01/01/45    59
Calpine Corp.                          7.750%  04/15/09    74
Calpine Corp.                          8.500%  02/15/11    75
Calpine Corp.                          8.625%  08/15/10    75
Comcast Corp.                          2.000%  10/15/29    45
Delta Air Lines                        7.800%  11/18/05    63
Delta Air Lines                        7.900%  12/15/09    62
Delta Air Lines                        8.000%  06/03/23    60
Delta Air Lines                        8.300%  12/15/29    49
Delta Air Lines                        9.000%  05/15/16    53
Delta Air Lines                        9.250%  03/15/22    50
Delta Air Lines                        9.750%  05/15/21    51
Delta Air Lines                       10.000%  08/15/08    74
Delta Air Lines                       10.125%  05/15/10    61
Delta Air Lines                       10.375%  02/01/11    61
Dobson Comm. Corp.                     8.875%  10/01/13    71
Falcon Products                       11.375%  06/15/09    43
Federal-Mogul Co.                      7.500%  01/15/09    32
Finova Group                           7.500%  11/15/09    49
Iridium LLC/CAP                       14.000%  07/15/05    19
Inland Fiber                           9.625%  11/15/07    41
Kaiser Aluminum & Chem.               12.750%  02/01/03    20
Lehmann Bros. Hldg.                    6.000%  05/25/05    64
Level 3 Comm. Inc.                     2.875%  07/15/10    71
Level 3 Comm. Inc.                     6.000%  09/15/09    61
Level 3 Comm. Inc.                     6.000%  03/15/10    60
Liberty Media                          3.750%  02/15/30    68
Liberty Media                          4.000%  11/15/29    73
Mirant Corp.                           2.500%  06/15/21    71
Mirant Corp.                           5.750%  07/15/07    71
Mississippi Chem.                      7.250%  11/15/17    75
Northern Pacific Railway               3.000%  01/01/47    57
NRG Energy Inc                         6.500%  05/16/06     0
Nutritional Src.                      10.125%  08/01/09    66
Oglebay Norton                        10.000%  02/01/09    75
O'Sullivan Ind.                       13.375%  10/15/09    40
Pegasus Satellite                     12.375%  08/01/06    65
Pegasus Satellite                     13.500%  03/01/07     1
Primus Telecom                         3.750%  09/15/10    74
RCN Corp.                             10.000%  10/15/07    59
RCN Corp.                             10.125%  01/15/10    61
RCN Corp.                             11.125%  10/15/07    59
Reliance Group Holdings                9.000%  11/15/00    27
RJ Tower Corp.                        12.000%  06/01/13    74
Salton Inc                            12.250%  04/15/08    75
Syratech Corp.                        11.000%  04/15/07    50
United Air Lines                       9.125%  01/15/12     8
United Air Lines                      10.670%  05/01/04     8
Univ. Health Services                  0.426%  06/23/20    54
Westpoint Stevens                      7.875%  06/15/08     0
Zurich Reinsurance                     7.125%  10/15/23    62


                          *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers'
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR. Submissions about insolvency-
related conferences are encouraged. Send announcements to
conferences@bankrupt.com.

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals. All titles are
available at your local bookstore or through Amazon.com. Go to
http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

For copies of court documents filed in the District of Delaware,
please contact Vito at Parcels, Inc., at 302-658-9911. For
bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &
Consulting at 207/791-2852.

                          *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published by
Bankruptcy Creditors' Service, Inc., Fairless Hills, Pennsylvania,
USA, and Beard Group, Inc., Frederick, Maryland USA. Yvonne L.
Metzler, Emi Rose S.R. Parcon, Rizande B. Delos Santos, Jazel P.
Laureno, Cherry Soriano-Baaclo, Marjorie Sabijon, Terence Patrick
F. Casquejo and Peter A. Chapman, Editors.

Copyright 2004.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.  Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.

The TCR subscription rate is $675 for 6 months delivered via e-
mail. Additional e-mail subscriptions for members of the same firm
for the term of the initial subscription or balance thereof are
$25 each.  For subscription information, contact Christopher Beard
at 240/629-3300.

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